MITSUI & CO., LTD.

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(Incorporated with limited liability in Japan)

U.S.$5,000,000,000

Euro Medium Term Note Programme

Under the Euro Medium Term Note Programme described in this Offering Circular (the “Programme”), Mitsui & Co., Ltd. (the “Issuer” or “Mitsui & Co.”), subject to compliance with all relevant laws, regulations and directives, from time to time, may issue Euro Medium Term Notes (the “Notes”) denominated in such currencies as may be agreed with the Dealers (as defined below). The Notes will have maturities from one month to 30 years from the date of issue (the “Settlement Date”) (except as set out herein). Subject as set out herein, the maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed U.S.$5,000,000,000 (or its equivalent in other currencies at the time of agreement to issue subject as further set out herein). This Offering Circular supersedes all previous offering circulars and prospectuses issued in connection with the Programme. Any Notes issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions herein. This Offering Circular does not affect any Notes issued prior to the date hereof.

The Notes may be issued on a continuing basis to one or more of the Dealers specified in “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a “Dealer” and together the “Dealers”). References in this Offering Circular to the “relevant Dealers” shall, in the context of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers so subscribing.

Application has been made to the Financial Conduct Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (“FSMA”) for Notes issued under the Programme within 12 months of the date of this Offering Circular to be admitted to the official list of the Financial Conduct Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Professional Securities Market (the “Market”). References in this Offering Circular to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is not a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments. Unlisted Notes may also be issued pursuant to the Programme. The relevant Final Terms (as defined in the “Overview of the Programme”) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Official List and admitted to trading on the Market (or any other stock exchange).

The Notes shall be issued in bearer form or in registered form. Each Tranche (as defined in the “Overview of the Programme”) of Notes in bearer form will initially be represented on issue by a temporary Global Note or a permanent Global Note (each a “Global Note”). Each Tranche of Notes in registered form will initially be represented on issue by a registered global certificate (a “Global Certificate”) representing one or more Tranches of the same Series (as defined in “Overview of the Programme”). Each Global Note and each Global Certificate will be deposited (a) in the case of a Tranche intended to be cleared through Euroclear (as defined below) and/or Clearstream, Luxembourg (as defined below), on or about the Settlement Date with a common depositary on behalf of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, SA (“Clearstream, Luxembourg”) (together, the “Common Depositary”) and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear or Clearstream, Luxembourg or delivered outside a clearing system, as otherwise agreed between the Issuer and the relevant Dealer(s). Interests in temporary Global Notes will be exchangeable for interests in permanent Global Notes, or if so stated in the relevant Final Terms, for definitive Notes in bearer form (“Definitive Notes”) but, if the D Rules (as defined herein) of the U.S. Internal Revenue Code apply, only on or after the Note Exchange Date, upon certification as to non-U.S. beneficial ownership and U.S. securities law matters (if applicable), and interests in permanent Global Notes may be exchangeable for Definitive Notes, in each case, as described in the “Summary of Provisions Relating to the Notes while in Global Form”. Global Certificates will be exchangeable for definitive registered certificates (“Definitive Certificates”) representing a Noteholder’s entire holding of Notes in registered form as described in the “Summary of Provisions Relating to the Notes while in Global Form”.

Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, the ratings will be specified in the Final Terms. Such rating will not necessarily be the same as ratings assigned to the Programme. The Issuer has been rated long-term: AA-/short-term: a-1+ by Rating and Investment Information, Inc., long-term: A3/short-term: P-2 by Moody’s Japan K.K. and long-term: A/short-term: A-1 by S&P Global Ratings Japan Inc. The Programme is rated AA- by Rating and Investment Information, Inc., is rated A3 by Moody’s Japan K.K. and is rated A by S&P Global Ratings Japan Inc. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

The Issuer may agree with any Dealer(s) that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event an offering circular, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Offering Circular.

	Arranger
	Nomura
	Dealers
BofA Securities		Citigroup
Daiwa Capital Markets Europe		Goldman Sachs International
HSBC		J.P. Morgan
Mizuho Securities		Morgan Stanley
MUFG		Nomura
	SMBC NIKKO

The date of this Offering Circular is 4th September, 2020.

This Offering Circular comprises listing particulars in relation to the Issuer given in compliance with the listing rules made under Section 73A(2) of the FSMA by the Financial Conduct Authority. The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge of the Issuer the information contained in this Offering Circular is in accordance with the facts and this Offering Circular makes no omission likely to affect its import.

This Offering Circular is neither (i) a prospectus for the purposes of Part VI of the FSMA nor (ii) a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Financial Conduct Authority has only approved this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation, as required by listing rule 4.2.3. Such approval should not be considered as an endorsement of the Issuer nor an endorsement of the quality of the Notes that is the subject of this Offering Circular. Investors should make their own assessment as to the suitability of investing in such Notes.

This Offering Circular is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference” below).

No person has been authorised to give any information or to make any representation other than those contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made, such other information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in “Overview of the Programme”). Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and include Notes that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or its possessions or to U.S. persons (as defined in Regulation S under the Securities Act and Section 7701(a)(30) of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”)).

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared, and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / TARGET MARKET – The Final Terms in respect of any Notes may include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.

Notification under Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the “SFA”): In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

The Notes have not been and will not be registered under the Financial Instruments and Exchange Law (as defined in “Subscription and Sale”) and the Notes are subject to the Special Taxation Measures Law (as defined in “Taxation – Japanese Taxation”). The Notes may not be offered or sold in Japan or to residents of Japan or to others for reoffering or re-sale, directly or indirectly, in Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law to certain financial institutions and persons holding Notes through such institutions. Interest payments on the Notes generally will be subject to Japanese withholding tax unless the holder establishes that such Notes are held by or for the account of a holder that is (i) for Japanese tax purposes, not an individual resident of Japan or a Japanese corporation, or an individual nonresident of Japan or a non-Japanese corporation that is a person having a special relationship with the Issuer as described in Article 6, Paragraph 4 of the Special Taxation Measures Law (the “specially-related person of the Issuer”), or (ii) a Japanese designated financial institution described in Article 6, Paragraph 9 of the Special Taxation Measures Law which complies with the requirement for tax exemption under that Paragraph, see “Taxation – Japanese Taxation” below.

Each purchaser of Notes in the initial distribution of such Notes is deemed to represent that it is not a speciallyrelated person of the Issuer.

Each prospective investor who places an order for the Notes consents to the disclosure by the Dealers to the Issuer of the prospective investor’s identity, the details of such order and the amount of Notes subscribed, if any.

For a description of certain restrictions on offers and sales of Notes and on distribution of this Offering Circular, see “Subscription and Sale”.

This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Dealers to subscribe for or purchase any Notes.

None of the Dealers or the Arranger accepts any responsibility for the contents of this Offering Circular or for any other statement, made or purported to be made by the Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the Notes. The Arranger and each Dealer accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Offering Circular or any such statement.

Neither this Offering Circular nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, the Arranger or the Dealers that any recipient of this Offering Circular or any financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Offering Circular and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Offering Circular nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger.

In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the stabilising manager(s) (the “Stabilising Manager(s)”) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period after the Settlement Date. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any time and must be brought to an end after a limited period.

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to “Mitsui” are to the Issuer together with its consolidated subsidiaries.

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to “euro” and “€” are to the currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty establishing the European Community, as amended from time to time. References to “Yen” and “¥” are to Japanese yen, references to “Sterling”, “Pounds” and “£” are to United Kingdom pounds sterling, references to “S$” are to Singapore dollars, references to “Chinese Yuan”, “Renminbi” and “CNH” are to the currency of the People’s Republic of China, which for the purpose of this Offering Circular, shall exclude Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan (“PRC”), references to “Roubles” are to the currency of the Russian Federation, references to “Australian dollars” and “AUD” are to the currency of Australia, and references to “U.S. dollars”, “U.S.$” and “$” are to United States dollars.

Documents Incorporated by Reference

This Offering Circular should be read and construed in conjunction with:

(A) the audited consolidated financial statements of the Issuer for the year ended 31st March, 2019 (and the audit report thereon) included on pages 118 to 189 (inclusive) and on pages 193 to 194 of the Issuer’s Annual Securities Report in English for the year ended 31st March, 2019, and pages 7 to 9 (inclusive) of the Correction of Annual Securities Report in English for the year ended 31st March, 2019 which reflects corrections to certain notes to the audited consolidated financial statements of the Issuer for the year ended 31st March, 2019;
(B) the audited consolidated financial statements of the Issuer for the year ended 31st March, 2020 (and the audit report thereon) included on pages 125 to 204 (inclusive) and on pages 208 to 214 of the Issuer’s Annual Securities Report in English for the year ended 31st March, 2020; and
(C) each of the terms and conditions of the Notes as contained in the following:
(i) pages 26 to 56 (inclusive) of the offering circular relating to the Programme dated 1st September, 2011;
(ii) pages 27 to 56 (inclusive) of the offering circular relating to the Programme dated 3rd September, 2012;
(iii) pages 26 to 53 (inclusive) of the offering circular relating to the Programme dated 3rd September, 2013;
(iv) pages 27 to 54 (inclusive) of the offering circular relating to the Programme dated 3rd September, 2014;
(v) pages 26 to 52 (inclusive) of the offering circular relating to the Programme dated 7th September, 2015;
(vi) pages 25 to 51 (inclusive) of the offering circular relating to the Programme dated 7th September, 2016;
(vii) pages 23 to 46 (inclusive) of the offering circular relating to the Programme dated 7th September, 2017, (viii) pages 24 to 47 (inclusive) of the offering circular relating to the Programme dated 5th September, 2018, and
(ix) pages 24 to 51 (inclusive) of the offering circular relating to the Programme dated 5th September, 2019,

respectively, each of which has been previously published or are published simultaneously with this Offering Circular and which have been approved by the Financial Conduct Authority or filed with it. Such documents shall be incorporated in, and form part of, this Offering Circular, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Offering Circular to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular. Any documents themselves incorporated by reference in the documents incorporated by reference in this Offering Circular shall not form part of this Offering Circular. Only the sections or pages of the documents referred to above shall be incorporated by reference in, and form part of, this Offering Circular. Any sections or pages which have been omitted therefrom are either not relevant for the investor or covered elsewhere in this Offering Circular.

Copies of documents incorporated by reference in this Offering Circular may be obtained without charge from the registered office of the Issuer being, at the date hereof, 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8631, the offices of Citibank, N.A., London Branch, as Issuing and Principal Paying Agent being, at the date hereof, 6th Floor, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, and are available on the website of the Regulatory - News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market news/market-news-home.html

Supplemental Listing Particulars

The Issuer has given an undertaking with regard to itself to the Dealers that, if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Offering Circular, which is capable of affecting the assessment of any Notes, whose inclusion would reasonably be

required by investors and their professional advisers, and would reasonably be expected by them to be found in this Offering Circular, for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the rights attaching to the Notes, the inclusion of which is required by Section 81 of the FSMA or by the Financial Conduct Authority, the Issuer shall prepare an amendment or supplement to this Offering Circular or publish a replacement Offering Circular for use in connection with any subsequent offering of the Notes as may be required by Section 81 of the FSMA and the Financial Conduct Authority, and shall supply to each Dealer such number of copies of such supplement hereto as such Dealer may reasonably request.

General Overview of the Programme

Under the Programme, the Issuer may from time to time issue Notes denominated in any currency (including euro) and having a maturity of one month to 30 years from the date of original issue, subject as set out herein. An overview of the Programme appears in “Overview of the Programme”. The applicable terms of any Notes will be agreed between the Issuer and the relevant Dealer(s) prior to the issue of the Notes and will be set out in the terms and conditions of the Notes which, as modified and supplemented by the relevant Final Terms with respect of a Tranche, will be endorsed on such Notes.

This Offering Circular and any supplement will only be valid for listing Notes on the Official List and admitting them to trading on the Market in an aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed U.S.$5,000,000,000 or its equivalent in other currencies, subject to increases as provided in the Dealer Agreement (as defined in “Subscription and Sale”). For the purpose of calculating the U.S. dollar equivalent of the aggregate nominal amount of Notes issued under the Programme from time to time:

(A) the premium of Notes to be redeemed at a premium shall be added to their nominal amount;
(B) the nominal amount of Notes issued at a discount as at any time shall equal their nominal amount or, if defined and provided for in the Conditions (as defined in “Terms and Conditions of the Notes”) of such Notes, their Amortised Face Amount (as defined in “Terms and Conditions of the Notes”) as at such time; and
(C) the U.S. dollar equivalent of the nominal amount of Notes denominated in a currency other than U.S. dollars shall be determined on the basis of the spot rate for the sale of the U.S. dollar against the purchase of the relevant currency in the London foreign exchange market quoted by any leading bank, selected by the Issuer, at any time selected by the Issuer during the five-day period ending on the date of agreement to issue such Notes.

Notes may not be a suitable investment for all investors

Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

(A) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;
(B) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
(C) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor’s currency;
(D) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and

(E) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Some Notes are complex financial instruments and such instruments may be purchased as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to an investor’s overall portfolio. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact an investment in the Notes will have on the potential investor’s overall investment portfolio.

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OVERVIEW OF THE PROGRAMME ....................................................................................................................... 9 RISK FACTORS ........................................................................................................................................................ 14 TERMS AND CONDITIONS OF THE NOTES ....................................................................................................... 24 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ................................ 49 USE OF PROCEEDS................................................................................................................................................. 54 MITSUI & CO., LTD. ................................................................................................................................................ 55 TAXATION ................................................................................................................................................................ 71 SUBSCRIPTION AND SALE ................................................................................................................................... 74 FORM OF FINAL TERMS ....................................................................................................................................... 81 GENERAL INFORMATION ..................................................................................................................................... 89

OVERVIEW OF THE PROGRAMME

The following overview is qualified in its entirety by the remainder of this Offering Circular.

Issuer: Mitsui & Co., Ltd. Legal Entity Identifier: 2NRSB4GOU9DD6CNW5R48 Description: Euro Medium Term Note Programme. Programme Size: Up to U.S.$5,000,000,000 (or the equivalent in other currencies at the date of issue) aggregate nominal amount of Notes outstanding at any one time.

Arranger: Nomura International plc Dealers: Citigroup Global Markets Limited Daiwa Capital Markets Europe Limited Goldman Sachs International The Hongkong and Shanghai Banking Corporation Limited J.P. Morgan Securities plc Merrill Lynch International Mizuho International plc Morgan Stanley & Co. International plc MUFG Securities EMEA plc Nomura International plc SMBC Nikko Capital Markets Limited

The Issuer may from time to time terminate the appointment of any dealer under the Programme or appoint additional dealers either in respect of one or more tranches (each a “Tranche”) or in respect of the whole Programme. References in this Offering Circular to “Permanent Dealers” are to the persons listed above as Dealers and to such additional persons that are appointed as dealers in respect of the whole Programme (and whose appointment has not been terminated) and references to “Dealers” are to all Permanent Dealers and all persons appointed as a dealer in respect of one or more Tranches.

Issuing and Principal Paying Agent:

Citibank, N.A., London Branch

Registrar: Citigroup Global Markets Europe AG Fiscal Agent and Transfer Agent: Citibank, N.A., London Branch Method of Issue:

Citigroup Global Markets Europe AG

The Notes will be issued on a syndicated or non-syndicated basis. The Notes will be issued in series (each a “Series”) having one or more issue dates and on terms otherwise identical with the other Notes in the Series (or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in Tranches on the same or different issue dates. The specific terms of each Tranche (which will be supplemented, where necessary, with supplemental terms and conditions and, save in respect of the issue date, issue price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of other

Tranches of the same Series) will be set out in the final terms to this Offering Circular (the “Final Terms”).

Issue Price:

Form of Notes:

Notes may be issued at their nominal amount or at a discount or premium to their nominal amount.

The Notes shall be issued in bearer form or in registered form.

Each Tranche of Notes in bearer form will initially be represented on issue by a temporary Global Note or a permanent Global Note. Each (i) temporary Global Note will be exchangeable in whole or in part for interests in a permanent Global Note or, if so provided in the relevant Final Terms and subject to such notice period as specified in the relevant Final Terms, for Definitive Notes and (ii) permanent Global Note will be exchangeable in whole or in part for Definitive Notes. In the case of a temporary Global Note, such exchange shall be made on or after the Note Exchange Date and upon certification of non-U.S. beneficial ownership as required by the U.S. Treasury Regulations and U.S. securities law matters (if applicable).

Each Tranche of Notes in registered form will initially be represented on issue by a Global Certificate registered in the name of a nominee for one or more clearing systems. Each Global Certificate will be exchangeable for Definitive Certificates in the limited circumstances specified in such Global Certificate. Definitive Certificates and Global Certificates are collectively referred to as “Certificates”.

Clearing Systems:

Euroclear, Clearstream, Luxembourg and, in relation to any Tranche, such other clearing system as may be agreed between the Issuer, the Issuing and Principal Paying Agent and the relevant Dealer(s).

Note: Persons seeking to hold a beneficial interest in CNH denominated Notes through the Central Moneymarkets Unit Service (the “CMU”) operated by the Hong Kong Monetary Authority are advised to contact a relevant CMU member to establish eligibility.

Initial Delivery of Notes:

Currencies:

Maturities:

Denomination:

On or before the Settlement Date for each Tranche, the Global Note or Global Certificate representing the Notes may be deposited with (and in the case of a Global Certificate, registered in the name of a nominee for) a Common Depositary for Euroclear and Clearstream, Luxembourg. Global Notes or Global Certificates may also be deposited with any other clearing system or may be delivered outside any clearing system provided that the method of such delivery has been agreed in advance by the Issuer, the Issuing and Principal Paying Agent and the relevant Dealer(s).
Subject to compliance with all relevant laws, regulations and directives, Notes may be issued in any currency agreed between the Issuer and the relevant Dealer(s).
Subject to compliance with all relevant laws, regulations and directives, any maturity between one month and 30 years as may be agreed between the Issuer and the relevant Dealer(s) and as set out in the relevant Final Terms.
Definitive Notes will be in such denominations as may be specified in the relevant Final Terms, save that (i) Notes will have a minimum denomination of €1,000 (or its equivalent in other currencies), and (ii) unless otherwise permitted by then current laws, regulations and

directives (a) Notes (including Notes denominated in Sterling) which have a maturity of less than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of the FSMA will have a minimum denomination of £100,000 (or its equivalent in any other currency), and (b) Notes denominated in Singapore dollars will have a minimum denomination of S$250,000.

Fixed Rate Notes:

Floating Rate Notes:

Fixed interest will be payable in arrear on the date or dates in each year specified in the relevant Final Terms.

Floating Rate Notes will bear interest determined separately for each Series on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. or by reference to the benchmark reference rate specified in Condition 4 and the relevant Final Terms, as adjusted for any applicable margin.

Interest periods will be specified in the relevant Final Terms.

Zero Coupon Notes:

Interest Periods and Interest Rates:

Redemption:

Optional Redemption:

Redemption by Instalments:
Status of Notes:
Negative Pledge:
Cross Default:
Zero Coupon Notes may be issued at their nominal amount or at a discount to it and will not bear interest, other than in the case of late payment as provided in Condition 4(c).
The length of the interest periods for the Notes and the applicable interest rate or its method of calculation may differ from time to time or be constant for any Series. Notes may have a maximum interest rate, a minimum interest rate, or both. All such information will be set out in the relevant Final Terms.
The relevant Final Terms will specify the basis for calculating the redemption amounts payable. Unless permitted by then current laws and regulations, Notes (including Notes denominated in Sterling) which have a maturity of less than one year and in respect of which the issue proceeds are to be accepted by the Issuer in the United Kingdom or whose issue otherwise constitutes a contravention of Section 19 of the FSMA must have a minimum redemption amount of £100,000 (or its equivalent in any other currency, and no part of such Note may be transferred unless the redemption value of that part is not less than £100,000 or such equivalent amount).

The Final Terms issued in respect of each issue of Notes will state whether such Notes may be redeemed prior to their stated maturity at the option of the Issuer (either in whole or in part) and/or the holders, and if so the terms applicable to such redemption.

The Final Terms issued in respect of each issue of Notes that are redeemable in two or more instalments will set out the dates on which, and the amounts in which, such Notes may be redeemed.

The Notes will constitute direct, unconditional, unsubordinated and – (subject to the Negative Pledge see below) unsecured obligations of – the Issuer, all as described in “Terms and Conditions of the Notes Status of Notes”.

See “Terms and Conditions of the Notes – Negative Pledge”.

See “Terms and Conditions of the Notes – Events of Default”.

Early Redemption:

Withholding Tax:

Except as provided in “Optional Redemption” above, Notes will be redeemable at the option of the Issuer prior to maturity only for tax reasons. See “Terms and Conditions of the Notes – Redemption, Purchase and Options”.

Interest payments on the Notes generally will be subject to Japanese withholding tax unless the holder of such Notes is neither an individual resident of Japan nor a Japanese corporation for Japanese tax purposes, nor a non-resident of Japan or a non-Japanese corporation being a specially-related person of the Issuer, as prescribed in Article 6, Paragraph 4 of the Special Taxation Measures Law. However, interest on Notes of which the amount of interest is to be calculated by reference to certain indexes (as prescribed in the Cabinet Order relating to Article 6, Paragraph 4 of the Special Taxation Measures Law) relating to the Issuer or a specially-related person of the Issuer will be subject to the withholding tax even if paid to an individual non-resident of Japan or a non-Japanese corporation that is not a specially-related person of the Issuer, subject to Condition 7(a). See “Terms and Conditions of the Notes – Taxation”. All payments of principal and interest in respect of the Notes will be made without withholding or deduction for any taxes or duties of whatever nature imposed by Japan, unless such withholding or deduction is required by law whereupon, subject to the exceptions, all as described in “Terms and Conditions of the Notes – Taxation”, the Issuer will pay such additional amounts as will result in the receipt by the payee of such amounts as would have been received by it had not such withholding or deduction been required.

Governing Law: English.

Listing:

Ratings:

Selling Restrictions:

Application has been made to list Notes issued under the Programme on the Official List and to admit such Notes to trading on the Market, or as otherwise specified in the relevant Final Terms. Notes which will be neither listed nor admitted to trading on any market may also be issued.

Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, the ratings will be specified in the Final Terms. Such rating will not necessarily be the same as ratings assigned to the Programme. The Programme is rated AA- by Rating and Investment Information, Inc., is rated A3 by Moody’s Japan K.K. and is rated A by S&P Global Ratings Japan Inc. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
United States, EEA, the UK, Singapore, Japan, Hong Kong, the PRC, Australia, South Africa and Russia as provided in “Subscription and Sale”.

Regulation S under the Securities Act.

Notes in bearer form are subject to U.S. tax law requirements (“TEFRA”) and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by applicable U.S. Treasury Regulations.

Notes in bearer form will be issued in compliance with U.S. Treasury Regulation (“U.S. Treas. Reg.”) §1.163-5(c)(2)(i)(D) (the “D Rules”) unless (i) the relevant Final Terms states that the Notes are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the “C Rules”) or (ii) the Notes are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Notes will not constitute “registration required obligations”, within the meaning of Section 163(f)(2)(A) of the Internal Revenue Code, which circumstances will be referred to in the relevant Final Terms as a transaction to which TEFRA is not applicable.

In connection with the offering and sale of a particular Tranche of Notes, additional or alternative restrictions may be imposed which will be set out in the applicable Final Terms.

RISK FACTORS

The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme. Additional risks and uncertainties relating to the Issuer that are not currently known to the Issuer or that it currently deems immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects, results of operations and/or financial position of the Issuer and, if any such risk should occur, the price of the Notes may decline and investors could lose all or part of their investment. Prospective investors should also read the detailed information set out elsewhere in this Offering Circular (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision.

1. Risks Related to Mitsui

(1) Risks of COVID-19

From the beginning of 2020, movement has been restricted around the world in response to the spread of the novel coronavirus (" COVID-19”) and cities have been locked down. As a result, demand has declined significantly, and the prices of commodities have dropped sharply. Uncertainty about when the spread of COVID-19 will end and what will become of the social and economic environment thereafter has increased.

Mitsui & Co.’s forecast for the fiscal year ending 31st March, 2021 is calculated on the assumption that the impact of the spread of COVID-19 will recover from the latter half of the fiscal year ending 31st March, 2021. In the case that a decline in demand from Mitsui’s customers for its products and services caused by a reduction in the flow of goods and materials, a decline in consumer spending and capital investment, is significantly different from current assumptions, and in the case that the market condition for Mitsui’s products falls sharply and continuously due to a global supply and demand imbalance, Mitsui’s revenues may deteriorate which may in turn significantly and adversely affect Mitsui’s business, operating results and financial condition.

With regards to Mitsui’s action plan for the fiscal year ending 31st March, 2021, Mitsui has prioritised ensuring employees’ and stakeholders’ safety, maintaining Mitsui’s existing businesses, rigorously managing risk, and reducing costs to further strengthen its downside resilience. Mitsui not only maintains its business network with customers and partners, but also creates new businesses making full use of digital technology.

(2) Business Investment Risks

Mitsui is engaged in investment activities in various businesses by acquiring equity and shares. However, Mitsui is exposed to various risks related to business investments, such as the possible inability to recover its investments, exit losses, or being unable to earn the planned profits. Furthermore, Mitsui participates in various businesses directly or indirectly through joint ventures or by making strategic investments in other companies and business enterprises. The outcome of these joint ventures and strategic investments is unpredictable because:

operational success is dependent on factors that are beyond control of Mitsui such as the financial condition and performance of the partner companies or the strategic investees; or
with respect to certain equity accounted investees, Mitsui may be unable to exercise adequate control over the management, operations and assets of the companies in which Mitsui invested, or may be unable to make major decisions without the consent of other shareholders or participants due to lack of common business goals and strategic objectives with alliance partners.

Any occurrence of these events could have a significant adverse effect on Mitsui’s operating results and financial condition.

Mitsui participates as a non-operator in many exploration, development and production activities of mineral resources and oil and gas projects, which are becoming more significant to its operating results and financial condition. Under these circumstances, Mitsui considers the business potential and profitability of projects carefully based on the information and data provided by operators, who have the discretion to control the operations of such projects,

including decision-making for development and production. An operator’s failure in managing those projects may significantly and adversely affect Mitsui’s operating results and financial condition.

New investment decisions are made based on an analysis of qualitative factors as well as the required profitability ratio and other quantitative standards, and Mitsui performs asset replacement through periodic monitoring of each purpose of all investments and determination of turnaround plans or exit policies for unprofitable businesses and businesses falling below withdrawal standard cut-offs. In addition to the risk from the assets on its consolidated statements of financial position, Mitsui assesses and periodically monitors the amount of off-balance-sheet risk, such as market risk and guarantees, using a set standard and periodically stress tests its risk adjusted assets (*) for various scenarios, verifying the impact on the risk assets to shareholders’ equity ratio.

Any inability to properly assess the risks associate with new investments or manage existing investments may affect its revenues and asset quality, which in turn may significantly and adversely affect Mitsui’s operating results and financial condition.

(*) Risk adjusted assets refer to the maximum loss exposure and is calculated by multiplying assets including trade and other receivables, other investments and fixed assets by risk weights, which Mitsui & Co. has determined individually based on the potential risk of loss.

(3) Country Risks

Various types of businesses worldwide sometimes expose Mitsui to risks that could cause its receivables, investment, loans and other claimable assets extended to its customers and other parties in a foreign country to become uncollectable and/or the value of its inventories, fixed assets and other assets in the country to deteriorate due to government actions or changes in the political, economic or social conditions in the respective foreign country. Furthermore, some of Mitsui’s business activities may be exposed to concentration risk in particular industries located in specific regions or countries. For example:

In Brazil, Chile and Russia, Mitsui has significant interests in the exploration, development and production of mineral resources and energy.
In Malaysia, Mitsui has significant interests in the healthcare business across a large part of Asia.
In Mozambique, Mitsui has significant interests in the rail and port infrastructure business and the exploration, development and production of mineral resources and energy.

Therefore, for country risks, Mitsui implements appropriate risk hedging measures according to the content of the project, such as usage of financing from Export Credit Agencies.

Mitsui also periodically assesses risk exposures such as receivables, investments, loans, and guarantees by country in which Mitsui holds positions, as well as monitors for the country risk situation for each country except, in principle, for developed countries and implements risk-control policies subsequent to obtaining the approval of the Mitsui & Co.’s Corporate Management Committee at least once a year or as deemed necessary. Furthermore, Mitsui’s regular monitoring of its overall portfolio confirms the appropriateness of asset size in accordance with each country as well as each business area.

However, despite the measures taken, unexpected political or economic instabilities, or other disruption, to these regions and countries could have a disproportionately negative effect on Mitsui’s business, operating results and financial condition.

(4) Risks Regarding Climate Changes

Initiatives to reduce greenhouse gases, which are said to be the root cause of climate change and global warming, are undertaken globally, such as adoption and ratification of “Paris Agreement” at the 21st Conference of Parties (COP21) in United Nations U.N. Framework Convention on Climate Change.

With regards to physical risks that are likely to occur in the short term, among extreme weather conditions which have been increasing recently due to climate change, intense storms, especially hurricanes and cyclones, which are strong tropical depressions in the Atlantic and South Pacific oceans, respectively, may have an adverse effect on Mitsui’s mineral resources operations. In the event that production sites, production facilities, or infrastructure used for shipments such as roads, railways and ports, are seriously damaged, operations and shipments could stop for indeterminate periods until restoration work is completed. Therefore, Mitsui’s business operations are exposed to non-operation risk in the entire supply chain, such as the inability to receive the supply of raw materials, in the case that not only Mitsui’s investment but also Mitsui’s customers are seriously damaged. For these risks, Mitsui implements measures, such as insurance coverage, establishing a crisis management policy, and strengthening equipment as necessary, however, physical risks cannot be completely avoided and may have a significant adverse effect on Mitsui’s future operating results and financial condition.

Transition risks that are likely to occur in the medium-to-long term include:

Policy and Legal Risks: Changes in the energy and power source mix due to government policies in each country and the introduction of government-imposed greenhouse gas emission restrictions, including imposition of carbon taxes, and caps and trade schemes of emissions credit could have a significant adverse effect on the operating results and financial condition of Mitsui’s businesses that use fossil fuels and emit a large amounts of greenhouse gasses, such as overseas power producing businesses, and that produce / liquefy coal, oil, and gas, where Mitsui has minority share holdings.
Technology Risks: The introduction of new technologies that respond to climate change may cause changes in the supply and demand of existing products and services, the obsolescence of Mitsui’s manufacturing equipment, and the deterioration of Mitsui’s interests, and could have a significant adverse effect on Mitsui’s future operating results and financial condition.
Market Risks: Low-carbon policies implemented by financial institutions and insurance companies may cause risks that affect the procurement of funds for business promotion.

Mitsui bears in mind the various climate change scenarios that are offered by internationally recognised organisations, such as the International Energy Agency, and analyses the impact of such scenarios on its businesses. Over the long term, maintaining the existing portfolio could have a significant adverse effect on Mitsui’s operating results and financial condition. Therefore, to build an asset portfolio that can maintain and improve profits even under the 2℃ scenario by 2030, as part of Mitsui’s Goals in 2050, Mitsui has set a goal of achieving net-zero emissions by 2050, with a 2030 milestone of reducing GHG impact by 50 per cent. compared to 2020 in the new medium-term management plan.

(5) Commodity Market Risks

Mitsui is engaged in trades in and, as the case may be, production of a variety of commodities in the global commodities market, including mineral resources and energy products. Operating results from mineral resources and energy producing activities account for significant portion in Mitsui’s overall operating results. Commodity markets can be volatile in a short period or fluctuate seasonally as a result of various factors such as an imbalance in supply and demand, economic fluctuations, inventory adjustments, and exchange rate fluctuations. These factors are beyond Mitsui’s control.

Commodity price fluctuations directly affect revenues from the equity share of production at Mitsui & Co.’s subsidiaries and equity accounted investees. For the year ending 31st March, 2021, Mitsui estimates that the impact of a change of US$1 per ton in the iron ore prices and US$1 per barrel in crude oil prices on profit for the year attributable to owners of the parent would be approximately ¥2.2 billion and ¥3.2 billion, respectively.

Mitsui has formulated market risk management policies including commodity market risk and has established management systems at several levels. In particular, regarding commodity market risk, Chief Operating Officers have the primary responsibility of establishing risk management policies that prescribe the setting of limits on positions and losses, as well as prescribing management systems at each business unit. They also have the responsibility of obtaining the approval of Mitsui’s executive officers in charge of risk management, and carrying out management

and reporting in accordance with such approval. In addition, risk management sections, which are independent from trading sections, monitor, analyse and evaluate market risks and periodically report to the executive officers in charge.

Furthermore, Mitsui uses derivative instruments, such as swap contracts, as hedging instruments for hedge accounting to fix the expected future cash flows from forecasted transactions in marketable commodities.

Unexpected market fluctuations may significantly and adversely affect Mitsui’s business, operating results and financial condition, as follows:

At businesses such as mineral resources and/or energy development projects, in which large amounts of investment has been made, the invested amount may not be recoverable through sales of the products due to a fall in price or Mitsui may have difficulty in divesting its proprietary equity at a reasonable price.
A decline in the value of Mitsui’s investments in liquid natural gas (LNG) projects and other investments which are recognised to designate as at fair value through other comprehensive income (“FVTOCI”), could adversely affect Mitsui & Co.’s comprehensive income.

(6) Foreign Currency Risks

Mitsui is exposed to the foreign exchange risk of assets and liabilities represented in foreign currencies. Exchange rate fluctuations may reduce the value of investments in overseas subsidiaries and associated companies as well as in FVTOCI, and significantly and adversely affect Mitsui & Co.’s accumulated other comprehensive income and financial condition.

Mitsui has formulated market risk management policies including foreign currency exchanging risk and has established management systems at several levels. In particular, regarding foreign currency exchange risks, Chief Operating Officers have the primary responsibility of establishing risk management policies that prescribe the setting of limits on positions and losses, as well as prescribing management systems at each business unit. They also have the responsibility of obtaining the approval of Mitsui’s executive officers in charge of risk management, and carrying out management and reporting in accordance with such approval. In addition, risk management sections, which are independent from trading sections, monitor, analyse and evaluate foreign currency risk and periodically report to the executive officers in charge.

Furthermore, Mitsui uses derivative instruments, such as foreign exchange forward contracts and currency swap agreements, as hedging instruments for hedge accounting to fix the expected future cash flows from foreign-currencydenominated receivables and payables resulting from selling and purchasing activities in currencies other than the local currency. Mitsui also uses foreign-currency-denominated debt in order to mainly hedge the foreign currency exposure in the net investment in foreign operations.

(7) Stock Price Risks of Listed Stock Mitsui Holds

Mitsui invests in marketable equity financial assets which are exposed to the risk of stock price fluctuations, for the purpose of creating business opportunities, or building, maintaining, or strengthening business and collaborative relationships. At 31st March, 2020, Mitsui’s marketable equity financial assets recognised to designate as FVTOCI were carried at a fair value of ¥645.5 billion, representing 5.5 per cent. of Mitsui’s total assets. While Mitsui periodically reviews its investment portfolio, a decline in the equity securities market could significantly and adversely affect the value of its investment portfolio and financial condition due to the decline of other comprehensive income.

Mitsui has formulated market risk management policies including stock price risk and has established management systems at several levels. In particular, Mitsui manages the stock price risk by analysing factors of stock price fluctuations.

(8) Credit Risks

Mitsui is exposed to large-scale counterparty credit risks, including the following:

While many of its customers purchase products and services from Mitsui on credit, Mitsui may also provide financing programs or debt guarantees for customers associated with sales contracts. At 31st March, 2020, Mitsui’s － current trade receivables (less loss allowance current) were ¥1,622.5 billion, representing 13.7 per cent. of Mitsui’s － total assets. The balance of the loss allowance current for the year ended 31st March, 2020 was ¥15.7 billion.
Mitsui engages in significant project financing activities as a lender or guarantor whereby Mitsui assumes repayment risk.

Mitsui manages credit risks through the management of commitment lines of credit approved by an appropriate person with authority and through monitoring past-due status of credit. In addition, Mitsui requires collateral and/or other forms of security from counterparties as necessary.

Even if measures for managing credit risk are implemented, it is not possible for Mitsui’s credit risk management policy to completely eliminate risks relating to the deterioration in the financial position of its counterparties. Furthermore, factors such as insolvencies among Mitsui’s customers caused by a liquidity crises, sudden falls in the real estate market or stock market prices, or increases in company bankruptcies may make it difficult for Mitsui to collect receivables and significantly and adversely affect Mitsui’s future operating results and financial condition.

(9) Risks Regarding Fund Procurement

Turmoil in financial markets, a downgrade in Mitsui & Co.’s credit ratings or significant changes in the lending or investment policies of Mitsui’s lenders or institutional investors could result in constraints on Mitsui’s fund procurement and an increase in funding costs, and could have an adverse effect on Mitsui’s financial position and liquidity.

Mitsui & Co. obtains long-term funds (those with maturities of around 10 years), and at the same time, minimises its refinance risk by deconcentrating the amount of long-term debt to be repaid each fiscal year. Mitsui & Co. also holds sufficient cash and cash equivalents in order to maintain liquidity to flexibly meet capital requirements and to minimise the harmful effect of a deteriorated financial market on future debt-service requirements.

(10) Operational Risks

Mitsui’s business activities include the sale, import, export, offshore trading, production in the areas of iron & steel, mineral & metal resources, energy, machinery & infrastructure, chemicals, lifestyle, innovation & corporate development and a wide variety of comprehensive services such as retail, information and telecommunication, technology, logistics and finance, and exploration and development of energy and metal resources as well. These businesses are exposed to various operational risks such as fires, explosions, accidents, export and import restrictions, and natural disasters. The event of these accidents and disasters could significantly and adversely affect Mitsui’s operating results and financial condition.

Once an environmental accident occurs, as the owner of mineral resource and energy interests, regardless of the degree of its contribution to such accidents or acts of negligence, Mitsui may be subject to fines or payments for compensation imposed by environmental authorities or other concerned parties, which may significantly and adversely affect Mitsui’s operating results and financial condition, even in situations where Mitsui has no involvement at all in actual operations as a non-operator. These fines and/or compensation payments may include clean-up costs, compensation for environmental damages, compensation for health hazard and/or property damage to those affected by the accident, compensation for absence from work and/or for loss of earnings.

Mitsui considers measures for risk mitigation and damage prevention and has insurance for accidents and disasters to the extent possible and appropriate, however they may not be able to cover all the damage.

(11) Risks Regarding Employee’s Compliance with Laws, Regulations, and Internal Policies

Due to its size, as well as the operational and geographic breadth of its activities, day-to-day operations of Mitsui are necessarily de-centralised. As a result, Mitsui cannot fully ensure that its employees comply with all applicable laws and regulations as well as Mitsui’s internal policies. For example, Mitsui’s employees may engage in unauthorised

trading activities and exceed the allotted market risk exposure for various commodities or extend an unauthorised amount of credit to a client, which, in either case, may result in unknown losses or unmanageable risks. Moreover, Mitsui’s employees could engage in various unauthorised activities prohibited under the laws of Japan or other jurisdictions to which Mitsui is subject, including export regulations, anticorruption laws, antitrust laws and tax regulations.

Mitsui undertakes various efforts such as strengthening the compliance framework on a global group basis, sending out messages from management to employees continuously and repeatedly, establishing channels for reporting compliance-related matters within or outside of the administrative chain of command, fostering a “speak up” culture, handling any cases of compliance violations strictly.

However, such efforts are not possible to prevent misconduct by Mitsui’s employees completely. Depending on its nature, employees’ misconduct could have a significant adverse effect on Mitsui’s business, reputation, and in turn can cause loss of market position, as well as resulting in increased compliance costs and penalties which would have a negative impact to operating results and financial condition.

(12) Risks Regarding Information Systems and Information Securities

As regards Mitsui’s worldwide operation of Mitsui’s global communication network, it is important to operate the IT system properly, grasp the information value and handle it properly. Mitsui enhances the safety and security of information systems by internal control through development of related regulations to secure the proper confidentiality, integrity, and availability of information and information systems for Mitsui. Mitsui reduces risks of data breach though improved guidelines for better risk management, conducts regular internal training, and tackles external threats with various measures, including the security monitoring of its IT networks.

However, Mitsui cannot eliminate all the possibilities of distraction or leakages of confidential business information triggered by unexpected, serious IT system problems, and unforeseeable threats against its IT system infrastructure or communications networks. Such situations could seriously reduce Mitsui’s operational efficiency or jeopardise Mitsui’s ability to maintain or expand its business activities, which may have a significant adverse effect on Mitsui’s business, operating results and financial condition.

(13) Risks Relating to Natural Disasters Terrorists and Violent Groups

Earthquakes, heavy rain or flood, terror, infectious disease and power shortages in the countries or regions where Mitsui develops business activities could significantly and adversely affect its businesses.

Mitsui has implemented measures such as creating a Business Continuity Plan (BCP), developing a disaster contingency manual, introducing a safety confirmation system for employees, reinforcing earthquake resistance, conducting emergency drills and enhancing its IT system infrastructure for telework. However, despite these measures, there is no assurance that all damage and impact can be completely avoided. Any such disaster event would potentially be significantly disruptive to Mitsui’s business operations as well as likely to result in increased business costs to repair any damage caused, and may significantly and adversely affect Mitsui’s operating results and financial condition.

In addition, Mitsui recognises the following risk factors which may have an adverse effect on its operating results, financial condition, and cash-flow.

・ General Risks That Are Not Unique to Mitsui’s Own Risk

- Risks of Changes in Global Macroeconomic Factors

Mitsui’s global business activities are affected by economic conditions both globally and regionally. Among other locations, Mitsui is particularly vulnerable to downward economic trends in Europe, Japan, China, the United States and emerging countries. An economic downturn may cause a reduction in the flow of goods and materials, a decline in consumer spending and capital investment, and subsequently a decline in demand from customers for Mitsui’s

products and services, which may have an adverse impact on Mitsui’s business, operating results and financial condition.

- Risks Associated with Laws and Regulations

Mitsui’s business operations are subject to extensive laws and regulations in Japan and other countries throughout the world. Mitsui’s operations are subject to laws and regulations governing, among other things, commodities, consumer protection, business and investment approvals, environmental protection, currency exchange control, import and export (including restrictions from the viewpoint of national and international security), taxation, and antitrust. For instance, many of Mitsui’s infrastructure projects in developing countries are subject to less developed legal systems. As a result, Mitsui’s costs may increase due to factors such as the lack of a comprehensive set of laws and regulations, an unpredictable judicial system based on inconsistent application and interpretation of laws and regulations, and changing practices of regulatory and administrative bodies. For example, Mitsui is subject to sudden and unpredictable changes to: tariffs for products and services that Mitsui provides; technical specifications with respect to environmental regulations; income tax and duty rates; and foreign currency exchange controls with respect to repatriation of investments and dividends.

Mitsui is subject to complex sets of environmental regulations in Australia, Brazil, Chile, Russia, and the Middle East. These laws and regulations may require Mitsui to perform site clean-ups; require Mitsui to curtail or cease certain operations; impose fines and payments for significant environmental damage; require Mitsui to install costly pollution control equipment; and require Mitsui to modify its operations.

Furthermore, while Mitsui is involved in the exploration, development and production activities through various contractual arrangements for concessions, the contracts may not be performed or extended when they expire. Moreover, the regulatory bodies of these areas may unilaterally intervene or even alter the contractual terms of Mitsui’s oil and gas as well as mineral resource producing operations involving production rates, pricing formulas, royalties, environmental protection cost, land tenure or otherwise. If these regulatory bodies unilaterally alter such contractual terms, or if the cost of complying with revised or newly established laws and regulations increases, Mitsui could incur increased business costs in its operations and Mitsui’s business, operating results and financial condition could be adversely affected. Development of projects may face schedule delays than originally planned, due to change of government regulations in relation to technical conditions, procurement of materials, financial conditions and environmental aspect.

- Risks Due to Competition

The products and services Mitsui provides are generally subject to competition. Other Japanese general trading companies as well as other competitors which engage in similar business activities in various fields may have stronger business associations and relationships with Mitsui’s customers, suppliers and business partners in both domestic and global markets; or stronger global network and regional expertise, diversified global customer bases, greater financial engineering skills and market insights.

Unless Mitsui can successfully continue to meet the changing needs of its customers by providing them with innovative and integrated services in a cost effective manner, Mitsui may lose its market share or relationships with its existing customers, and it may have an adverse effect on Mitsui’s operating results and financial condition.

- Risk Regarding Limitation of Human Resources on Business

In new businesses, Mitsui is investing human resources that are capable of planning and evaluating business, executing projects and managing and supervising workforce. However, in certain business areas, Mitsui may have a shortage of required human resources, which could cause a loss of opportunities to start new businesses, which in turn may adversely affect Mitsui’s ability to manage its investments and as a consequence affect Mitsui’s future business, operating results and financial condition.

2. Risks Related to the Notes

Notes subject to optional redemption by the Issuer

An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Notes linked to LIBOR (including Floating Rate Notes)

The Programme allows for the issuance of Notes that reference LIBOR, in particular with respect to certain Floating Rate Notes where the Reference Rate may be LIBOR. The Final Terms for Notes will specify whether LIBOR is applicable. The Financial Conduct Authority has announced that after 2021 it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark and that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021 by the Financial Conduct Authority. The Conditions contain fallback provisions in the event that LIBOR rates are not available, however the potential elimination of the LIBOR benchmark, or changes in the manner in which the LIBOR benchmark is administered, could result in discrepancies in the rates calculated according to the Conditions and those based on any substitute or alternate benchmark that has become the market standard by or after 2021. Any such consequence could have a material adverse effect on the value and marketability of, and return on, any Notes linked to LIBOR.

Where Screen Rate Determination is specified as the manner in which the Rate of Interest (as defined in the Conditions) in respect of Floating Rate Notes is to be determined, and LIBOR has been selected as the Reference Rate, the Conditions provide that the Rate of Interest shall be determined by reference to the Relevant Screen Page (as defined in the Conditions). In the event that LIBOR is discontinued and the successor or replacement may not be available, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (as defined in the Conditions) which may result in Notes linked to or referencing LIBOR performing differently (including paying a lower Rate of Interest) than they would do if LIBOR were to continue to apply in its current form. Further, the Conditions also provide that in the event that LIBOR, or any other benchmark rate referred to in the Notes, (A) is not available for more than 5 Business Days (as defined in the Conditions), or (B) the administrator thereof issues a public statement that it will permanently or indefinitely cease publishing the rate (in circumstances where no successor administrator has been appointed that will continue publication), or (C) the supervisor of the administrator thereof issues a public statement that the rate has been or will be permanently or indefinitely discontinued, or (D) the supervisor of the administrator thereof issues a public statement that the rate will be prohibited from being used generally or in respect of the Notes, or (E) it has become unlawful to calculate any payments due to be made to any Noteholder using the rate, then the Conditions provide that an alternative rate, established by an Independent Adviser (as defined in the Conditions), will apply to outstanding Notes without the requirement for consent from the Noteholders to the new rate. See Condition 4(j).

In the event that these fallback provisions apply, changes required by the Conditions may result in Notes linked to or referencing LIBOR, or any other benchmark, performing differently (including paying a lower Rate of Interest) than they would do if LIBOR, or such other benchmark, were to continue to apply in its current form.

Integral multiples of less than the Specified Denomination

In relation to any issue of Notes in bearer form which have a denomination consisting of the minimum Specified Denomination (as defined in the Conditions) of €100,000 plus a higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in excess of €100,000 (or its equivalent) that are not integral multiples of €100,000 (or its equivalent).

A Noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum Specified Denomination would need to purchase additional Notes before being able to receive a Definitive Note (should Definitive Notes be printed).

The secondary market generally

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in the Specified Currency (as defined in the Conditions). This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the “Investor’s Currency”) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (i) the Investor’s Currency-equivalent yield on the Notes, (ii) the Investor’s Currency equivalent value of the principal payable on the Notes and (iii) the Investor’s Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Certain currencies are not freely convertible; are subject to restrictions on transfer; and/or may be subject to other limitations.

Notes may be issued in one or more Specified Currencies that are not freely convertible into other currencies, or are subject to restrictions on remittance and transfer. Notes may also be issued in one or more Specified Currencies that are limited in their availability, which in turn may affect the liquidity of Notes denominated in such Specified Currencies and the Issuer’s ability to source such Specified Currencies to service the Notes. In addition, unanticipated changes in government regulation can, and may, further impact the availability and convertibility of certain Specified Currencies, which will impact the suitability of such Notes as well as the Issuer’s ability to source such Specified Currencies to service the Notes.

In particular, Renminbi is not freely convertible and is subject to certain conversion requirements. Subject to limited exceptions, the remittance of Renminbi into the PRC for settlement of capital account items is subject to restrictions, and foreign investors may only remit offshore Renminbi into the PRC for capital account purposes, such as shareholders’ loan or capital contributions, upon obtaining prior regulatory approval. The Renminbi is also a developing market and the liquidity of the Renminbi market remains limited. There can be no assurances that further government regulation will not cause a contraction in such market. Renminbi products may suffer significant losses in liquidating the underlying investments if such investments do not have an active secondary market and their prices have large bid/offer spreads. Further, pursuant to the Conditions, payments in respect of Notes denominated in CNH are subject to restrictions, including a restriction that payment will be made solely by transfer to an account denominated in Renminbi.

Similarly, due to the lack of experience of the ICSDs with settling, clearing and trading debt instruments that are both denominated and settled in Roubles, there can be no guarantee that such clearing, settlement and trading procedures will progress smoothly or in a way which is comparable to procedures carried out with respect to instruments denominated in more conventionally settled currencies.

Although restrictions on the transfer and holding of Roubles offshore and their repatriation onshore have now been lifted for non-residents (save for some restrictions which apply to the regime of residents’ accounts held outside of the Russian Federation), there is still no specific tested framework under Russian law for transferring or holding Roubles in offshore Rouble accounts. All payments of Roubles to, from, or between Rouble accounts located outside the Russian Federation will be made via onshore correspondent accounts within the Russian banking system. The Russian banking system is less developed than many of its Western counterparts and consequently there is a risk that payments of both principal and interest under relevant Notes, and proceeds from the sale of such Notes, will be subject to delays and disruptions which may not exist in more mature banking markets.

In order for Noteholders to remove Roubles received from payments of principal and interest on the relevant Notes and proceeds from the sale of such Notes from the ICSDs, they will need to hold a bank account denominated in Roubles. The administrative difficulties associated with (i) opening Rouble accounts outside the Russian Federation and (ii) non-resident Noteholders opening Rouble accounts onshore in the Russian Federation are significant.

As a result of the above, any unforeseen difficulties in dealing with Rouble payments and/or Rouble accounts may have an adverse effect on the liquidity, marketability or trading price of such Notes.

TERMS AND CONDITIONS OF THE NOTES

The following are the Conditions in respect of Notes which, subject to completion and amendment and as supplemented or varied in accordance with the provisions of Part A of the relevant Final Terms and save the paragraphs in italics, will be applicable to the Notes and, subject further to simplification by deletion of nonapplicable provisions, will be endorsed upon, or attached to, Definitive Notes or Definitive Certificates, details of the relevant Series being shown on the relevant Notes and in Part A of the relevant Final Terms. References in the Conditions to “Notes” are to the Notes of one Series (as defined below) only, not to all Notes which may be issued under the Programme.

The Notes are issued pursuant to an amended and restated agency agreement dated 4th September, 2020 (as amended or supplemented as at the Settlement Date, the “Agency Agreement”) between Mitsui & Co., Ltd. (the “Issuer”), Citibank, N.A., London Branch, as issuing and principal paying agent (the “Issuing and Principal Paying Agent”) and as fiscal agent (the “Fiscal Agent”), Citigroup Global Markets Europe AG as registrar (the “Registrar”), and the transfer agents (the “Transfer Agent”), paying agents (the “Paying Agent” which expression shall include the Issuing and Principal Paying Agent) and other agents named in it, and with the benefit of deed of covenant dated 7th September, 2017 executed by the Issuer (as amended or supplemented as at the Settlement Date, the “Deed of Covenant”). The initial Calculation Agent(s) (if any) is specified hereon. The Noteholders (as defined below), the holders of the interest coupons (the “Coupons”) relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the “Talons”) (the “Couponholders”) and the holders of the instalment receipts (the “Receipts”) appertaining to the payment of principal by instalments of Notes in bearer form are deemed to have notice of all of the provisions of the Agency Agreement applicable to them. Copies of the Agency Agreement and the Deed of Covenant are available for inspection at the specified offices of each of the Paying Agents, the Fiscal Agent, the Registrar and the Transfer Agents.

1 Form of Notes

(a) Form, Denomination and Title

The Notes are issued in bearer form (“Bearer Notes”) or in registered form (“Registered Notes”), in each case in the Specified Denomination(s) shown hereon.

This Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Instalment Note or a combination of any of the foregoing, depending upon the Interest and Redemption/Payment Basis shown hereon.

Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes, in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable. Instalment Notes in bearer form are issued with one or more Receipts attached.

Registered Notes are represented by registered certificates (“Certificates”) and, save as provided in Condition 1(b)(iii), each Certificate shall represent the entire holding of Registered Notes by the same holder.

Title to the Bearer Notes and the Receipts, Coupons and Talons relating to it shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the “Register”). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Receipt, Coupon or Talon, as the case may be, shall be deemed to be and may be treated as the absolute owner of such Note, Receipt, Coupon or Talon, as the case may be, for the purpose of receiving payment thereof or on account thereof and for all other purposes, whether or not such Note, Receipt, Coupon or Talon, as the case may be, shall be overdue and notwithstanding any notice of ownership, trust, theft or loss thereof (or of the Certificate representing it) or any writing thereon (or on the Certificate representing it) made by anyone and no person shall be liable for so treating the holder. In these Conditions, “Noteholder” means the bearer of any Bearer Note and the Receipts relating to it or the person in whose name a Registered Note is registered (as the case

may be), “holder” (in relation to a Note, Receipt, Coupon or Talon) means the bearer of any Bearer Note, Receipt, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes.

All capitalised terms which are not defined in these Conditions will have the meanings given to them in the Agency Agreement or relevant Final Terms.

(b) No Exchange of Notes and Transfers of Registered Notes

(i) No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes.
(ii) Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate, (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Registered Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Registered Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Noteholders. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request.
(iii) Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of the Issuer’s or Noteholders’ option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Registered Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.
(iv) Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 1(b)(ii) or (iii) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 5(f)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Agent (as defined in the Agency Agreement) the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 1(b)(iv), “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).
(v) Transfer Free of Charge: Transfers of Registered Notes and issue of Certificates on registration, transfer, partial redemption or exercise of an option shall be effected without charge to the Noteholder

by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment by the Noteholder of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity by the Noteholder as the Registrar or the relevant Transfer Agent may require).

(vi) Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of, or payment of any Instalment Amount in respect of, that Note, (ii) during the period of 15 days before any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 5(e), (iii) after any such Note has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date (as defined in Condition 6(b)).

2 Status of Notes

Status of Notes

The Notes and the Receipts and Coupons constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 3(a)) unsecured obligations of the Issuer and rank pari passu and rateably without any preference among themselves and (subject to any applicable statutory exceptions and without prejudice as aforesaid) rank equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer, present and future.

3 Negative Pledge

So long as any of the Notes remains outstanding (as defined in the Agency Agreement), the Issuer will not create or permit to be outstanding any pledge, mortgage, charge or other security interest for the benefit of the holders of Securities (as defined below) upon the whole or any part of its property or assets, present or future, of the Issuer to secure payment of any sum due in respect of any Securities, without in any such case at the same time according to the Notes, Receipts and Coupons either the same security as is granted to or is outstanding in respect of such Securities or such other security as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders.

For the purposes of this Condition, “Securities” shall mean an issue of bonds, debentures, notes or other similar securities which:

(i) either (A) are by their terms payable, or confer a right to receive any payment, in any currency other than Yen or (B) are denominated in Yen and more than 50 per cent. of the aggregate nominal amount thereof is initially distributed outside Japan by or with the authorisation of the Issuer or (as the case may be) the other entity being the principal debtor in respect thereof; and
(ii) are for the time being, or are intended to be, quoted, listed, ordinarily dealt in or traded on any stock exchange or listing authority or over-the-counter or other similar securities market outside Japan.

4 Interest and Other Calculations

(a) Interest on Fixed Rate Notes

Each Fixed Rate Note bears interest on its outstanding nominal amount (or if it is repayable in instalments, its nominal amount outstanding) from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest (as defined below), such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 4(f).

Interest will cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused, in which event interest will continue to accrue (as well after as before judgment) at the Rate of Interest in the manner provided in this Condition 4 to the Relevant Date (as defined in Condition 7(c)).

(b) Interest on Floating Rate Notes

(i) Each Floating Rate Note bears interest on its outstanding nominal amount (or if it is repayable in instalments, its nominal amount outstanding) from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 4(f). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which falls on the number of months or other period shown hereon as the Specified Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
(ii) If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day (as defined below), then, if the Business Day Convention specified is (A) the Floating Rate Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.
(iii) The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period (as defined below) shall be determined in the manner specified hereon and the provisions below relating to either ISDA Determination or Screen Rate Determination shall apply, depending upon which is specified hereon.
(A) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period shall be determined by the Calculation Agent as a rate equal to the relevant ISDA Rate. For the purposes of this subparagraph (A), “ISDA Rate” for an Interest Accrual Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions (as defined below) and under which:

(x) the Floating Rate Option is as specified hereon;
(y) the Designated Maturity is a period specified hereon; and
(z) the relevant Reset Date is the first day of that Interest Accrual Period unless otherwise specified hereon.

For the purposes of this sub-paragraph (A), “Floating Rate”, “Calculation Agent”, “Floating Rate Option”, “Designated Maturity”, “Reset Date” and “Swap Transaction” have the meanings given to those terms in the ISDA Definitions.

(B) Screen Rate Determination for Floating Rate Notes
(x) Where Screen Rate Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period will, subject as provided below, be either:
- (1) the offered quotation; or

(2) the arithmetic mean of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate (which shall be LIBOR, EURIBOR, TIBOR, Shibor, BBSW, MosPrime Rate, JIBAR, SOR, SIBOR or CNH HIBOR) which appears or appear, as the case may be, on the Relevant Screen Page (as defined below) as at 11.00 a.m. (London time in the case of LIBOR or Brussels time in the case of EURIBOR), or 11.15 a.m. (Hong Kong time) or if, at or around that time it is notified that the fixing will be published at 2.30 p.m. (Hong Kong time), then as of 2.30 p.m. (in the case of CNH HIBOR) or as at such other Relevant Time specified hereon, on the Interest Determination Date (as defined below) in question as determined by the Calculation Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations.

(y) Subject to Condition 4(j), if the Relevant Screen Page is not available or if, Condition 4(b)(iii)(B)(x)(1) applies and no such offered quotation appears on the Relevant Screen Page or if Condition 4(b)(iii)(B)(x)(2) applies and fewer than three such offered quotations appear on the Relevant Screen Page in each case as at the time specified above, subject as provided below, the Calculation Agent shall request, if the Reference Rate is LIBOR, the principal London office of each of the Reference Banks (as defined below) or, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks or, if the Reference Rate is CNH HIBOR, the principal Hong Kong office of each of the Reference Banks, or, if the Reference Rate is other than LIBOR, EURIBOR or CNH HIBOR, the principal office of each of the Reference Banks in the location specified hereon, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is CNH HIBOR, at approximately 11.00 a.m. (Hong Kong time) or, if the Reference Rate is other than LIBOR, EURIBOR or CNH HIBOR, as at the Relevant Time specified hereon, in each case, on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Period (as defined below) shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and
(z) Subject to Condition 4(j), if Condition 4(b)(iii)(B)(y) applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is CNH HIBOR, at approximately 11.00 a.m. (Hong Kong time) or, if the Reference Rate is other than LIBOR, EURIBOR or CNH HIBOR, as at the Relevant Time specified hereon, in each case, on the relevant Interest Determination Date, deposits in the Specified Currency (as defined below) for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is CNH HIBOR, the Hong Kong inter-bank market or, if the Reference Rate is other than LIBOR, EURIBOR or CNH HIBOR, the location for the Reference Banks specified hereon, as

the case may be, or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is CNH HIBOR, at approximately 11.00 a.m. (Hong Kong time) or, if the Reference Rate is other than LIBOR, EURIBOR or CNH HIBOR, as at such other Relevant Time specified hereon, in each case, on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion and the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is CNH HIBOR, the Hong Kong inter-bank market or, if the Reference Rate is other than LIBOR, EURIBOR or CNH HIBOR, the location for the Reference Banks specified hereon, as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).

(c) Interest Rate on Zero Coupon Notes

Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 5(d)(ii)).

(d) Accrual of Interest

Interest (if any) shall cease to accrue on each Note (or in the case of the redemption of part only of a Note, that part only of such Note) on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (as well after as before judgment) at the Rate of Interest in the manner provided in this Condition 4 to the Relevant Date.

(e) Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts and Rounding

(i) If any Margin is specified hereon (either (x) generally or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods, in the case of (y), calculated in accordance with (b) above, by adding (if a positive number) or subtracting (if a negative number) the absolute value of such Margin subject always to the next paragraph.
(ii) If any Maximum or Minimum Rate of Interest, Instalment Amount or Redemption Amount is specified hereon, then any Rate of Interest, Instalment Amount or Redemption Amount shall be subject to such maximum or minimum, as the case may be. If no Minimum Rate of Interest for any Interest Period is specified in the relevant Final Terms, then the Minimum Rate of Interest in respect of such Interest Period shall be deemed to be zero (0) and in no event shall the Rate of Interest for such period calculated in accordance with (b) above be less than zero.

(iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with halves being rounded up), (y) all figures shall be rounded to seven significant figures (with halves being rounded up) and (z) all currency amounts which fall due and payable will be rounded to the nearest unit of such currency (with halves being rounded up), save in the case of Japanese yen, which shall be rounded down to the nearest Japanese yen. For these purposes “unit” means the lowest amount of such currency which is available as legal tender in the country(ies) of such currency.

(f)

Calculations

The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified hereon, and the Day Count Fraction for such Interest Accrual Period and, in the case of Notes denominated in CNH, rounding the resulting figure to the nearest cent (half a cent being rounded upwards). Unless an Interest Amount (or a formula for its calculation) is specified in respect of such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated.

(g) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts and Instalment Amounts

The Calculation Agent shall, as soon as practicable on each Interest Determination Date or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the amount of interest payable in respect of each Specified Denomination of the Notes for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or Instalment Amount, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount or any Instalment Amount, to be notified to the Issuer, the Issuing and Principal Paying Agent, each of the other Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes which is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination, in accordance with Condition 13.

The Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 9, the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made. The determination of each Rate of Interest, Interest Amount, Final Redemption Amount, Early Redemption Amount, Optional Redemption Amount and Instalment Amount, the obtaining of each quote and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.

(h) Definitions

In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

“Business Day” means:

(i) in the case of a Specified Currency other than euro and CNH, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for that currency; and/or
(ii) in the case of euro, a day on which the TARGET System (as defined below) is operating (a “TARGET Business Day”); and/or
(iii) in the case of CNH, a day (other than a Saturday, Sunday or public holiday) on which commercial banks and foreign exchange markets are open for business in Hong Kong, and on which commercial banks in Hong Kong are open for business and settlement of CNH payments; and/or
(iv) in the case of a Specified Currency and/or one or more Business Centres, as specified hereon, a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres so specified.

“CNH” or “Renminbi” or “Chinese Yuan” means the lawful currency of the PRC.

“Day Count Fraction” means, in respect of the calculation of an amount on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or Interest Accrual Period, the “Calculation Period”):

(i) if “Actual/Actual” or “Actual/Actual-(ISDA)” is specified hereon, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);
(ii) if “Actual/365 (Fixed)” is specified hereon, the actual number of days in the Calculation Period divided by 365;
(iii) if “Actual/360” is specified hereon, the actual number of days in the Calculation Period divided by 360;
(iv) if “30/360”, “360/360” or “Bond Basis” is specified hereon, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:

�360 x �Y2 −Y1��+ �30 x �M2 −M1��+ �D2 −D1� Day Count Fraction = 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as number, in which the day immediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(v) if “30E/360” or “Eurobond Basis” is specified hereon, the number of days in the Calculation Period divided by 360 calculated on a formula basis as follows:

�360 x �Y2 −Y1��+ �30 x �M2 −M1��+ �D2 −D1�

Day Count Fraction = 360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

(vi) if “30E/360 (ISDA)” is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction =

�360 x �Y2 −Y1��+ �30 x �M2 −M1��+ �D2 −D1�

360

where:

“Y1” is the year, expressed as a number, in which the first day of the Calculation Period falls;

“Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“M1” is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

“D1” is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

“D2” is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30; and

(vii) if “Actual/Actual-ICMA” is specified hereon,
(a) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and
(b) if the Calculation Period is longer than one Determination Period, the sum of:

(x) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and
(y) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year

where:

“Determination Period” means the period from and including a Determination Date in any year to but excluding the next Determination Date.

“Interest Accrual Period” means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date (as defined below) and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Interest Amount” means:

(i) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes (other than Notes denominated in CNH), and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and
(ii) in respect of any other period, the amount of interest payable per Calculation Amount for that period.

“Interest Commencement Date” means the date of issue of the Notes (the “Settlement Date”) or such other date as may be specified hereon.

“Interest Determination Date” means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or CNH other than where the Specified Currency is CNH and the Reference Rate is CNH HIBOR or (ii) the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro or (iv) the day falling two Business Days in Hong Kong prior to the first day of such Interest Accrual Period if the Specified Currency is Renminbi and the Reference Rate is CNH HIBOR.

“Interest Period” means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

“Interest Period Date” means each Interest Payment Date unless otherwise specified hereon.

“ISDA Definitions” means the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., unless otherwise specified hereon.

“PRC” means the People’s Republic of China which for the purpose of these Conditions shall exclude Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan.

“Rate of Interest” means the rate of interest payable from time to time in respect of this Note and that is either specified or calculated in accordance with the provisions hereon.

“Reference Banks” means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in the case of a determination of CNH HIBOR,

the principal Hong Kong office of four major banks dealing in Chinese Yuan in the Hong Kong inter-bank market, and in the case of a determination of a Reference Rate other than LIBOR, EURIBOR or CNH HIBOR, four major banks in the location for the Reference Banks specified hereon, in each case selected by the Calculation Agent or as specified hereon.

“Reference Rate” means such rate specified as such hereon.

“Relevant Screen Page” means such page, section, caption, column or other part of a particular information service as may be specified hereon.

“Relevant Time” means such time as specified hereon.

“Specified Currency” means the currency specified as such hereon or, if none is specified, the currency in which the Notes are denominated.

“TARGET System” means the Trans European Automated Real Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19th November, 2007 or any successor thereto.

(i) Calculation Agent and Reference Banks

The Issuer will procure that there shall at all times be one or more Calculation Agents if provision is made for them in the Conditions applicable to the Notes and for so long as any Notes are outstanding. Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for any Interest Period or to calculate the Interest Amounts or comply with any other requirements, the Issuer will appoint the London office of a leading bank engaged in the London interbank market to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.

(j)

Benchmark Discontinuation

Notwithstanding anything to the contrary contained in these Conditions, including Condition 4(b)(iii)(B):

(i) Independent Adviser: If a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(j)(ii)) and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition 4(j)(iv)). In making such determination, the Independent Adviser shall act in good faith and in a commercially reasonable manner as an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Agents (as defined in the Agency Agreement), the Noteholders or the Couponholders for any determination made by it.

If (A) the Issuer is unable to appoint an Independent Adviser; or (B) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(j) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest

Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(j)(i).

(ii) Successor Rate or Alternative Rate : If the Independent Adviser, determines that:
(A) there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 4(j); or
(B) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 4(j)).
(iii) Adjustment Spread : The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Reference Rate (as applicable) will apply without an Adjustment Spread.
(iv) Benchmark Amendments : If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 4(j) and the Independent Adviser, determines (A) that amendments to these Conditions are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the “Benchmark Amendments”), and (B) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 4(j)(v), without any requirement for the consent or approval of Noteholders, vary these Conditions to give effect to such Benchmark Amendments with effect from the date specified in such notice.

In connection with any such variation in accordance with this Condition 4(j)(iv), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.

(v) Notices : Any Successor Rate, Alternative Rate, Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 4(j) will be notified promptly by the Issuer to the Agents and, in accordance with Condition 13, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any. The Issuer shall deliver to the Fiscal Agent a certificate of the Issuer:
(A) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate, (iii) the applicable Adjustment Spread and (iv) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 4(j); and
(B) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable Adjustment Spread.

Each Agent shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread and the Benchmark Amendments (if any) and without prejudice to any Agent’s ability to rely on such certificate as aforesaid) be binding on the Issuer, each Agent and the Noteholders.

(vi) Survival of Original Reference Rate : Without prejudice to the obligations of the Issuer under Condition 4(j)(i), (ii), (iii) and (iv), the Original Reference Rate and the fallback provisions provided for in Condition 4(b) will continue to apply unless and until a Benchmark Event has occurred.
(vii) Definitions : As used in this Condition 4(j):

“Adjustment Spread” means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

(A) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate);
(B) the Independent Adviser determines, is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or (if Independent Adviser determines that no such spread is customarily applied);
(C) the Independent Adviser determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be).

“Alternative Rate” means an alternative benchmark or screen rate which the Independent Adviser determines in accordance with Condition 4(j)(ii) is customarily applied in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes.

“Benchmark Event” means:

(A) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or
(B) a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or
(C) a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or
(D) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes; or
(E) it has become unlawful for any Agent, the Issuer or any other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate;
(F) a public statement or publication of information by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate is or will be (or is or will be deemed by such supervisor to be) no longer representative of its relevant underlying market.

provided that in the case of sub-paragraphs (B), (C), (D) and (E), the Benchmark Event shall occur on the date of the cessation of publication of the Original Reference Rate, the discontinuation of the Original Reference Rate, or the prohibition of use of the Original Reference Rate, as the case may be, and not the date of the relevant public statement.

“Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 4(j)(i).

“Original Reference Rate” means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes.

“Relevant Nominating Body” means, in respect of a benchmark or screen rate (as applicable):

(A) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
(B) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.

“Successor Rate” means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.

5 Redemption, Purchase and Options

(a) Final Redemption

Unless previously redeemed, purchased and cancelled as provided below or its maturity is extended pursuant to any Issuer’s or Noteholders’ option, as specified in the relevant Final Terms, each Note will be redeemed at its Final Redemption Amount (which, unless otherwise provided, is its nominal amount) on the Maturity Date specified on each Note.

(b) Redemption for Taxation Reasons

The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if this Note is a Floating Rate Note) or at any time (if this Note is not a Floating Rate Note), on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable), at their Early Redemption Amount (together with interest accrued to the date fixed for redemption), if (i) the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7, or increase the payment of such additional amounts as a result of any change in, or amendment to, the laws (or any regulations, rulings or other administrative pronouncements promulgated thereunder) of Japan and/or in which the Issuer is resident for tax purposes or maintains a permanent establishment or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations, rulings or other administrative pronouncements, which change or amendment is made public on or after the Settlement Date or any other date specified in the Final Terms, and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Issuing and Principal Paying Agent a certificate signed by a duly authorised officer of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisors of recognised standing to the effect that the Issuer has or is likely to become obliged to pay such additional amounts as a result of such change or amendment.

(c) Purchase

Notes may be purchased by or on behalf of the Issuer and any of its subsidiaries at any time (provided that, if Bearer Notes are to be cancelled in accordance with Condition 5(h), all unmatured Receipts and Coupons and unexchanged Talons (if any) appertaining thereto are attached or surrendered therewith) in the open market or otherwise at any price.

(d) Early Redemption of Zero Coupon Notes

(i) The Early Redemption Amount payable in respect of any Note which does not bear interest prior to the Maturity Date, upon redemption of such Note pursuant to Condition 5(b) or upon it becoming due and payable as provided in Condition 9, shall be the amortised face amount (“Amortised Face Amount”) (calculated as provided below) of such Note unless otherwise specified hereon.
(ii) Subject to the provisions of Condition 5(d)(iii) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Settlement Date) compounded annually. Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon.
(iii) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 5(b) or upon it becoming due and payable as provided in Condition 9 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in Condition (5)(d)(ii) above, except that such sub-paragraph shall have effect as though the reference therein to the date on which the Note becomes due and payable were replaced by a reference to the Relevant Date. The calculation of the Amortised Face Amount in accordance with this sub-paragraph will continue to be made (as well after as before judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest which may accrue in accordance with Condition 4(c).

(e) Redemption at the Option of the Issuer

If Issuer Call Option is specified hereon, the Issuer may, on giving not less than 15 nor more than 30 days’ irrevocable notice to the Noteholders within the period as specified in the applicable Final Terms, redeem all or, if so provided, some of the Notes in their nominal amount on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed specified hereon and no greater than the Maximum Redemption Amount to be redeemed specified hereon.

All Notes in respect of which any such notice is given shall be redeemed on the date specified in such notice in accordance with this Condition 5(e).

In the case of a partial redemption, the notice to Noteholders shall also contain the serial numbers of the Bearer Notes to be redeemed, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes to be redeemed, which shall have been drawn in such place and in such manner as may be fair and reasonable in the circumstances, taking account of prevailing market practices, subject to compliance with any applicable laws and stock exchange requirements or the requirements of any other relevant authority.

(f) Redemption at the Option of Noteholders

If Investor Put Option is specified hereon, the Issuer shall, at the option of the holder of any such Note, giving not less than 15 nor more than 30 days’ notice, redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount together with interest accrued to the date fixed for redemption.

To exercise such option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Receipts and Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Registered Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice (an “Exercise Notice”) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.

(g) Redemption by Instalments

Unless previously redeemed, purchased and cancelled as provided in this Condition 5 or the relevant Instalment Date (being one of the dates so specified on the Notes) is extended pursuant to any Issuer’s or Noteholders’ option, as specified in the relevant Final Terms, each Note which provides for Instalment Dates and Instalment Amounts will be partially redeemed on each Instalment Date at the Instalment Amount specified on it, whereupon the outstanding nominal amount of such Note shall be reduced by the Instalment Amount for all purposes.

(h)

Cancellation

All Notes purchased by or on behalf of the Issuer or any of its subsidiaries may be surrendered for cancellation (in the case of Bearer Notes) by surrendering each such Note together with all unmatured Receipts and Coupons and all unexchanged Talons to the Issuing and Principal Paying Agent and (in the case of Registered Notes) by surrendering the Certificate representing such Registered Note(s) to the Registrar and, in each case, if so surrendered, will, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Receipts and Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in respect of any such Notes shall be discharged.

6 Payment and Talons

(a) Bearer Notes

Payments of principal and interest in respect of Bearer Notes will, subject as mentioned below, be made against presentation and surrender of the relevant Coupons (in the case of interest, save as specified in Condition 6(f)(vi)), Receipts (in the case of payments of Instalment Amounts other than on the due date for redemption and provided that the Receipt is presented for payment together with its relative Note) or Notes (in the case of all other payments of principal and, in the case of interest, as specified in Condition 6(f)(vi)), at the specified office of any Paying Agent outside the United States of America and its possessions, other than in the case of Notes denominated in CNH, by a cheque payable in the currency in which such payment is due drawn on, or, at the option of the holder, by transfer to an account denominated in that currency with, a bank in the principal financial centre of that currency or in the case of euro, in a city in which banks have access to the TARGET System; provided that in the case of Japanese yen, the transfer will be to a non-resident Japanese yen account with a bank in Tokyo (in the case of payment to a non-resident of Japan), or, in the case of Notes denominated in CNH, by transfer to an account denominated in Renminbi with a bank in Hong Kong.

(b) Registered Notes

(i) Payments of principal (which for the purposes of this Condition 6(b) shall include final Instalment Amounts but not other Instalment Amounts) in respect of Registered Notes shall be made against

presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in this Condition 6(b).

(ii) Interest (which for the purposes of this Condition 6(b) shall include all Instalment Amounts other than final Instalment Amounts) on Registered Notes shall be paid to the person shown on the Register at the close of business (i) on the fifteenth day before the due date for payment thereof or (ii) in the case of Renminbi, on the fifth Business Day before the due date for payment thereof (as applicable, the “Record Date”).

Payments of principal and interest on each Registered Note shall be made (1) in the case of a currency other than Renminbi, in the relevant currency by cheque drawn on a bank and mailed to the holder (or to the firstnamed of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of principal or interest may be made by transfer to an account in the relevant currency maintained by the payee with a bank; and (2) in the case of Renminbi, by transfer to the registered account of the Noteholder.

(c)

Payments in the United States of America

Notwithstanding the foregoing, payments in respect of any Bearer Notes denominated in U.S. dollars may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if and only if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States of America and its possessions with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in U.S. dollars in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.

(d) Payments Subject to Laws

Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7 and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Internal Revenue Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Internal Revenue Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 7) any law implementing an intergovernmental approach thereto.

(e)

Appointment of Agents

The Issuing and Principal Paying Agent, the other Paying Agents, the Registrar, the Transfer Agents, the Fiscal Agent and the Calculation Agent initially appointed by the Issuer and their respective specified offices which are (save in the case of the Fiscal Agent) located outside the United States and its possessions are listed below. The Issuing and Principal Paying Agent, the other Paying Agents, the Registrar, the Transfer Agents, the Fiscal Agent and the Calculation Agent act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any holder. The Issuer reserves the right at any time to vary or terminate the appointment of the Issuing and Principal Paying Agent or any other Paying Agent, the Registrar, any Transfer Agent or the Fiscal Agent and to appoint additional or other Paying Agents, Transfer Agents or Fiscal Agents, provided that the Issuer will at all times maintain (i) an Issuing and Principal Paying Agent, (ii) a Fiscal Agent, (iii) a Registrar in relation to Registered Notes, (iv) a Transfer Agent in relation to Registered Notes, (v) one or more Calculation Agent(s) where the Conditions so require and (vi) such other agent as may be required by any stock exchange on which the Notes may be listed. No Issuing and Principal Paying Agent, however, shall be located within the United States or its possessions. Moreover, except as set forth in the immediately succeeding sentence, no Paying Agent shall be located within the United States or its possessions.

The Issuer shall forthwith appoint a Paying Agent in New York City in respect of payments in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in Condition 6(c).

Notice of any such change or any change of any specified office will promptly be given to the Noteholders in accordance with Condition 13.

(f)

Unmatured Coupons and Receipts and unexchanged Talons

(i) Upon the due date for redemption of any Bearer Note comprising a Fixed Rate Note, such Note shall be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total principal due) will be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted will be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 8).
(ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note, unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.
(iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
(iv) Upon the due date for redemption of any Bearer Note which is redeemable in instalments, all Receipts relating to such Note having an Instalment Date falling on or after such due date (whether or not attached) shall become void and no payment shall be made in respect of them.
(v) Where any Bearer Note which provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require.
(vi) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender, if appropriate) of the relevant Note or Certificate representing it, as the case may be. Interest accrued on a Note which only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be.

(g)

Talons

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Issuing and Principal Paying Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons which may have become void pursuant to Condition 8).

(h) Non-Business Days

If any date for payment in respect of any Note, Receipt or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, “business day” means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in the relevant place of presentation, in such jurisdictions as shall be specified as “Additional Financial Centres” hereon and:

(i) in the case of a payment (in a currency other than euro and Renminbi) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange

transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency;

(ii) in the case of a payment in euro, which is a TARGET Business Day; or
(iii) in the case of a payment in Renminbi, on which banks and foreign exchange markets are open for business and settlement of Renminbi payments in Hong Kong.

(i) Payment of U.S. Dollar Equivalent

Notwithstanding the provisions of Condition 6(a) and Condition 6(b) and all other provisions in the Conditions, if by reason of Inconvertibility, Non-transferability or Illiquidity, the Issuer is not able, or it would be impracticable for it, to satisfy payments of principal or interest (in whole or in part) in respect of Notes when due in Renminbi in Hong Kong, the Issuer, on giving not less than five or more than 30 days’ irrevocable notice to the Noteholders prior to the due date for payment, may settle any such payment (in whole or in part) in U.S. dollars on the due date at the U.S. Dollar Equivalent of any such Renminbi denominated amount.

In such event, payments of the U.S. Dollar Equivalent of the relevant principal or interest in respect of the Notes shall be made by a U.S. dollar denominated cheque drawn on a bank in New York City or by transfer to a U.S. dollar bank account in New York City specified by the Noteholder.

The Issuing and Principal Paying Agent will notify the Issuer of the calculation of the U.S. Dollar Equivalent as soon as reasonably practicable following the calculation thereof by the Issuing and Principal Paying Agent.

In the event of a payment pursuant to this Condition 6(i), the following modification shall be made in respect of the Conditions:

The definition of “Business Day” in Condition 4(h) shall mean a day (other than a Saturday, Sunday or public holiday) on which commercial banks and foreign exchange markets are open for business in the relevant place of presentation and on which foreign exchange transactions may be carried out in U.S. dollars in New York City.

Under this Condition 6(i), in place of payment by transfer to an account maintained by the Noteholder in Renminbi with a bank in Hong Kong under Condition 6(a) and Condition 6(b), payment shall be made by transfer to a U.S. dollar account maintained by the Noteholder.

For the purposes of this Condition 6(i):

“CNH Dealer” means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong;

“Governmental Authority” means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of Hong Kong;

“Illiquidity” means the general Renminbi exchange market in Hong Kong becomes illiquid as a result of which the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to pay interest and principal (in whole or in part) in respect of the Notes, as determined by the Issuer in good faith and in a commercially reasonable manner following consultation with two CNH Dealers;

“Inconvertibility” means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of the Notes in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Settlement Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation);

“Non-transferability” means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any

law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Settlement Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation);

“Rate Calculation Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange) in Hong Kong and in New York City;

“Rate Calculation Date” means the day which is two Rate Calculation Business Days before the due date of the relevant amount under these Conditions;

“Spot Rate” means the spot Renminbi/U.S. dollar exchange rate for the purchase of U.S. dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong for settlement in two Rate Calculation Business Days, as determined by the Issuing and Principal Paying Agent in good faith and in a commercially reasonable manner at or around 11:00 a.m. (Hong Kong time) on the date of determination, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Issuing and Principal Paying Agent in good faith and in a commercially reasonable manner will determine the Spot Rate at or around 11:00 a.m. (Hong Kong time) on the date of determination as the most recently available Renminbi/U.S. dollar official fixing rate for settlement in two Rate Calculation Business Days reported by The State Administration of Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screen means the display page so designated on the Reuter Monitor Money Rates Service (or any successor service) or such other page as may replace that page for the purpose of displaying a comparable currency exchange rate; and

“U.S. Dollar Equivalent” means the Renminbi amount converted into U.S. dollars using the Spot Rate for the relevant Rate Calculation Date.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 6(i) by the Issuing and Principal Paying Agent, will (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Agents and all Noteholders.

7 Taxation

(a) All payments of principal and interest in respect of the Notes and Coupons held by a Japanese non-resident or a designated financial institution will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any authority thereof or therein having power to tax (the “Taxes”) if the Noteholder establishes that the Note is held by or for the account of a Japanese non-resident (not being a specially-related person of the Issuer) or a designated financial institution in compliance with requirements under Japanese tax laws. If such withholding or deduction in respect of the Notes held by such Japanese non-resident or designated financial institution is required by law, the Issuer shall pay such additional amounts (“Additional Amounts”) as will result in the receipt by the holders of such amounts as would have been received by them had no such deduction or withholding been required, except that no Additional Amounts shall be payable with respect to any payment in respect of any Note or Coupon:
(i) to, or to a third party on behalf of, a holder(s) (x) who is for Japanese tax purposes treated as an individual resident of Japan or a Japanese corporation (other than a designated financial institution which does not fall under item (y) below) or a Japanese non-resident being specially-related person of the Issuer, (y) who fails to comply with the Japanese tax law requirements in respect of the exemption from such withholding or deduction or (z) who is otherwise subject to such Taxes by reason of its having some connection with Japan other than the mere holding of such Note or Coupon; or
(ii) presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting the same for payment on such thirtieth day.

However, interest on Notes issued by the Issuer of which the amount of interest is to be calculated by reference to certain indexes (as prescribed in the Cabinet Order relating to Article 6, paragraph 4 of the Special Taxation Measures Law) relating to the Issuer or a specially-related person of the Issuer will be subject to the withholding tax even if paid to a Japanese non-resident that is not a specially-related person of the Issuer.

For the purpose of this Condition 7(a), unless the context otherwise requires, the following defined terms shall have the meaning set out below:

“Japanese non-resident” means a person that is not an individual resident of Japan or a Japanese corporation for Japanese tax purposes;

“designated financial institution” means a Japanese financial institution or a Japanese financial instruments business operator designated by the Cabinet Order pursuant to Article 6, paragraph 9 of the Special Taxation Measures Law;

“specially-related person of the Issuer” means a person having a special relationship with the Issuer as prescribed in Article 6, paragraph 4 of the Special Taxation Measures Law; and

“the Special Taxation Measures Law” means the Special Taxation Measures Law of Japan (Law No. 26 of 1957, as amended).

(b) As used in these Conditions, “Relevant Date” in respect of any Note, Receipt or Coupon means the date on which payment in respect thereof first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given to the Noteholders in accordance with Condition 13 that, upon further presentation of the Note (or relative Certificate), Receipt or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) “principal” shall be deemed to include any premium payable in respect of the Notes, all Instalment Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 5 or any amendment or supplement to it, (ii) “interest” shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 4 or any amendment or supplement to it and (iii) “principal” and/or “interest” shall be deemed to include any additional amounts which may be payable under this Condition 7.

8 Prescription

Claims against the Issuer for payment in respect of the Notes, Receipts and Coupons (which for this purpose shall not include Talons) shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect thereof.

9 Events of Default

If any of the following events (each an “Event of Default”) occurs and is continuing, the holder of any Note may give written notice (a “Default Notice”) to the Fiscal Agent at its specified office that such Note is immediately repayable, whereupon the Early Redemption Amount of such Note together with accrued interest to the date of payment shall become immediately due and payable upon the date falling seven days after the date on which such written notice is received by the Fiscal Agent unless within such seven days such Event of Default shall have been remedied:

(a) default being made for a period of more than 7 days in the payment of principal in respect of any of the Notes when and as the same ought to be paid in accordance with the terms of the Notes; or
(b) default being made for a period of more than 14 days in the payment of interest in respect of any of the Notes when and as the same ought to be paid in accordance with the terms of the Notes; or

(c) a default is made in the performance or observance by the Issuer of any other obligation under the Notes and such default shall continue for 60 days after the date on which written notice requiring such default to be remedied shall have been given to the Fiscal Agent at its specified office by the holder of any Note; or
(d) any other bonds, debentures, notes or other indebtedness for money borrowed (together and individually, “Indebtedness”) of the Issuer, having an aggregate outstanding nominal amount of at least U.S.$10,000,000 (or its equivalent in any other currency or currencies), becomes prematurely repayable following a default which shall not have been remedied or steps are taken to enforce any security therefor, or the Issuer defaults in the repayment of any such Indebtedness at the maturity thereof and at the expiration of any applicable grace period therefor or any guarantee of or indemnity in respect of any Indebtedness of others given by the Issuer and having an aggregate outstanding nominal amount of at least U.S.$10,000,000 (or its equivalent as aforesaid) shall not be honoured when due and called upon; or
(e) an effective resolution is passed or an order of a court of competent jurisdiction is made that the Issuer be wound up or dissolved otherwise than (i) for the purposes of or pursuant to and followed by a consolidation, amalgamation, merger or reconstruction, the terms of which have previously been approved by an Extraordinary Resolution of Noteholders, or (ii) for the purposes of or pursuant to and followed by a consolidation, amalgamation, merger or reconstruction relating to such Issuer under which the continuing entity or the entity formed as a result thereof assumes the entire obligations of the Issuer under the Notes, the Coupons, the Receipts, the Dealer Agreement, the Agency Agreement and the Deed of Covenant; or
(f) a decree or order by a court having jurisdiction shall have been entered adjudging the Issuer to be bankrupt or insolvent, or approving a petition seeking reorganisation (such reorganisation being otherwise than for the purposes of a consolidation, amalgamation, merger or reconstruction for the purposes set out in paragraph (e) above) of the Issuer under any applicable bankruptcy or reorganisation law, and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or if a decree or order of a court having jurisdiction for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Issuer or of all or substantially all of the property, or for the winding-up or liquidation of the affairs, of the Issuer shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 60 days; or
(g) the Issuer shall institute proceedings to be adjudicated a voluntary bankruptcy or shall consent to the filing of bankruptcy proceedings against it, or shall file a petition seeking reorganisation or arrangement (such reorganisation or arrangement being otherwise than for the purposes of a consolidation, amalgamation, merger or reconstruction for the purposes set out in paragraph (e) above) under any applicable bankruptcy or reorganisation law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Issuer or its property, or shall make an assignment for the benefit of creditors, or there shall be a moratorium in respect of payments made by it, or shall admit in writing its inability to pay its debts generally as they become due, or corporate action shall be taken by the Issuer in furtherance of any of the aforesaid purposes; or
(h) steps are taken to enforce any security or a distress, execution or seizure before judgment is levied or enforced upon or sued out against all or substantially all of the property of the Issuer and is not discharged within 60 days thereof; or
(i) an encumbrancer takes possession, or a trustee or receiver is appointed, of all or substantially all of the assets or undertaking of the Issuer.

For the purpose of Condition 9(d), any Indebtedness which is in a currency other than U.S. dollars may be translated into U.S. dollars at the spot rate for the sale of U.S. dollars against the purchase of the relevant currency quoted by the Fiscal Agent or any leading bank on any day when a quotation is required for such purpose.

10 Meetings of Noteholders and Modifications

(a) Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes (including these Conditions insofar as the same may apply to such Notes). Such a meeting may be convened by the Issuer at any time and shall be convened upon a request in writing by Noteholders holding not less than one-tenth in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing in the aggregate a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the Maturity Date or the date of redemption of the Notes, any Instalment Date or any date for payment of interest thereon, (ii) to reduce or cancel the nominal amount or any Instalment Amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest in respect thereof, (iv) if a Minimum and/or a Maximum Rate of Interest, Instalment Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to change any method of calculating the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to change the currency or currencies of payment or Denomination of the Notes, (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution or (viii) to amend, vary or terminate the Deed of Covenant or the Issuer’s obligations thereunder in a manner which would adversely affect any Noteholder, Couponholder, or holders of Receipts or Talons in which case the necessary quorum shall be two or more persons holding or representing in the aggregate not less than three-quarters, or at any adjourned meeting not less than one-quarter, in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders.

(b) Modification of Agency Agreement

The Issuer shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Agency Agreement, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders.

11 Replacement of Notes, Certificates, Receipts, Coupons and Talons

If a Bearer Note, Certificate, Receipt, Coupon or Talon, as the case may be, is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws and regulations including the regulations of any stock exchange or other relevant authority at the specified office of the Issuing and Principal Paying Agent (in the case of Bearer Notes, Receipts, Coupons and Talons) and of the Registrar (in the case of Registered Notes) or such other Paying Agent located outside of the United States and its possessions or such other Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for such purpose and notice of whose designation is given to Noteholders in accordance with Condition 13, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Bearer Note, Certificate, Receipt, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there will be paid to the Issuer on demand the amount payable by the Issuer in respect of such Bearer Notes, Certificates, Receipts, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Bearer Notes, Certificates, Receipts, Coupons or Talons, as the case may be, must be surrendered before replacements will be issued.

12 Further Issues

The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further notes having the same terms and conditions as the Notes (so that, for the avoidance of doubt, references in these Conditions to “Settlement Date” shall be to the first issue date of the Notes) and so that the same shall be consolidated and form a single Series with such Notes, and references in these Conditions to “Notes” shall be construed accordingly.

13 Notices

Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or Sunday) after the date of mailing. Notices to the holders of Bearer Notes will be valid if published in a daily newspaper of general circulation in London (which is expected to be the Financial Times). If any such publication is not practicable, notice will be validly given if published in another leading daily English language newspaper with general circulation in the UK. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above.

Couponholders shall be deemed for all purposes to have notice of the contents of any notice to the holders of Bearer Notes in accordance with this Condition.

14 Currency Indemnity

Any amount received or recovered in a currency other than the currency in which payment under the relevant Note, Coupon or Receipt is due (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, winding-up or dissolution of the Issuer or otherwise) by any Noteholder or Couponholder in respect of any sum expressed to be due to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the amount in the currency of payment under the relevant Note, Coupon or Receipt which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the amount received or recovered is less than the amount expressed to be due to the recipient under any Note, Coupon or Receipt, the Issuer shall indemnify it against any loss sustained by it as a result. In any event, the Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Condition, it will be sufficient for the Noteholder or Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Issuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Noteholder or Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note, Coupon or Receipt or any other judgment or order.

15 Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or may arise otherwise than pursuant to such Act.

16 Governing Law and Jurisdiction

(a) Governing Law

The Agency Agreement, the Notes, the Receipts, the Coupons, the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.

(b) Jurisdiction

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with any Notes, Receipts, Coupons or Talons and accordingly any legal action or proceedings arising out of or in connection with any Notes, Receipts, Coupons or Talons (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. The submission is made for the benefit of each of the holders of the Notes, Receipts, Coupons and Talons and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

(c)

Service of Process

The Issuer irrevocably appoints Vistra Trust Company Limited (formerly Jordans Trust Company Limited) of Suite 1, 3rd Floor, 11-12 St. James’s Square, London, SW1Y 4LB, United Kingdom to receive, for it and on its behalf, service of process in any Proceedings in England. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the Issuer). If for any reason such process agent ceases to be able to act as such or no longer has an address in London, the Issuer irrevocably agrees to appoint a substitute process agent and shall immediately notify Noteholders of such appointment in accordance with Condition 13. Nothing shall affect the right to serve process in any manner permitted by law.

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

Initial Issue of Notes

Each issue of Notes in bearer form will initially be represented by a temporary Global Note or a permanent Global Note in bearer form without Coupons which will be deposited on behalf of the subscribers of the relevant Note with a Common Depositary for the ICSDs on or about the Settlement Date. Upon issuance of any permanent Global Note (or earlier in certain circumstances), certification of non-U.S. beneficial ownership and U.S. securities law matters (if applicable) in the form set out in the Agency Agreement must be provided. Each issue of Notes in registered form will initially be represented by a Global Certificate, which will be deposited on behalf of the subscribers of the relevant Note with a Common Depositary for, and registered in the name of a nominee for, the ICSDs on or about the Settlement Date.

While the Notes are represented by a Global Note or Global Certificate, transfer of interests in such Notes will be governed by the rules and procedures of the relevant ICSDs. The ICSDs will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid.

Notes that are initially deposited with the Common Depositary may also be credited to the accounts of subscribers with (if indicated in the relevant Final Terms) such other clearing systems as agreed between the Issuer, the Issuing and Principal Paying Agent and the relevant Dealer(s) through direct or indirect accounts with the ICSDs held by other clearing systems. Conversely, Notes that are initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with the ICSDs or other clearing systems. For the purposes of these provisions, “Relevant Clearing System” means the ICSDs or such other clearing system as agreed between the Issuer, the Issuing and Principal Paying Agent and the relevant Dealer(s).

Relationship of Accountholders with Clearing Systems

Each of the persons shown in the records of a Relevant Clearing System as the holder of a Note represented by a Global Note or Global Certificate must look solely to such Relevant Clearing System for his share of each payment made by the Issuer to the bearer of such Global Note or the registered holder of the underlying Notes in registered form, as the case may be, and in relation to all other rights arising under the Global Notes or Global Certificates, subject to and in accordance with the rules and procedures of the Relevant Clearing System. Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note or Global Certificate and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note or the registered holder of the underlying Notes in registered form, as the case may be, in respect of each amount so paid.

Amendment to Conditions

The temporary Global Notes, the permanent Global Notes and the Global Certificates contain provisions which apply to the Notes which they represent, some of which modify the effect of the terms and conditions of the Notes set out in this document. The following is a summary of certain of those provisions:

1 Exchange

1.1 Temporary Global Notes

Each temporary Global Note will be exchangeable (free of charge to the holder) on or after its Note Exchange Date (as defined below):

(a) if the relevant Final Terms indicates that such temporary Global Note is issued in compliance with the C Rules or in a transaction to which TEFRA is not applicable (as to which, see “Overview of the Programme – Selling Restrictions”), in whole, but not in part, for interests in a permanent Global Note without Receipts, Coupons or Talons or, if so provided in the relevant Final Terms, for the Definitive Notes (as described below) of the same Series with, where applicable, Receipts, Coupons or Talons; and

(b) otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership and U.S. securities law matters (if applicable) in the form set out in the Agency Agreement for interests in a permanent Global Note without Receipts, Coupons or Talons or, if so provided in the relevant Final Terms, for Definitive Notes of the same Series with, where applicable, Receipts, Coupons or Talons.

1.2 Permanent Global Notes

Each permanent Global Note is exchangeable (free of charge to the holder) on or after its Note Exchange Date in whole (or in part if the permanent Global Note is held by or on behalf of the ICSDs and the rules of the ICSDs then permit) for Definitive Notes (i) if the permanent Global Note is held on behalf of the ICSDs and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so, by a holder giving notice to the Issuing and Principal Paying Agent, (ii) on or following the giving of a Default Notice in the circumstances contemplated by Condition 9, by a holder giving notice to the Issuing and Principal Paying Agent or (iii) if there is a substantial likelihood that the Issuer would suffer a material disadvantage in respect of the Notes as a result of a change in the laws or regulations (taxation or otherwise) of any jurisdiction referred to in Condition 7 which would not be suffered were the Notes issued in definitive form and a certificate to such effect signed by a director of the Issuer is delivered to the Issuing and Principal Paying Agent for display to Noteholders, by the Issuer giving notice to the Issuing and Principal Paying Agent and the Noteholders of its intention of such exchange (unless a Default Notice has been given).

1.3 Delivery of Definitive Notes

On or after any Note Exchange Date, the holder of a Global Note may, in the case of an exchange in whole, surrender such Global Note or, in the case of a partial exchange, present it for endorsement, to or to the order of the Issuing and Principal Paying Agent for exchange, for Definitive Notes, in each case, outside of the United States and its possessions. In exchange for such Global Note, the Issuer will deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Notes (if appropriate, having attached to them all Coupons and Receipts in respect of interest or Instalment Amounts which have not already been paid on the Global Note and a Talon), security printed in accordance with any applicable legal and stock exchange requirements, in or substantially in the relevant forms set out in the schedules to the Agency Agreement. On exchange in full of each Global Note, the Issuer will, if the holder so requests, procure that such Global Note is cancelled and returned to the holder together with the relevant Definitive Notes.

“Note Exchange Date” means, (a) in relation to a temporary Global Note, 40 days after the Settlement Date , and (b) in relation to a permanent Global Note, a day falling not less than 60 days, or in the case of exchange following the giving of a Default Notice 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issuing and Principal Paying Agent is located and, except in the case of exchange pursuant to paragraph 1.2(i) above, in the cities in which the Relevant Clearing Systems are located.

If, for any actual or alleged reason which would not have been applicable had there been no exchange of a Global Note (or part of such Global Note) or in any other circumstances whatsoever, the Issuer does not perform or comply with any one or more of what are expressed to be its obligations under any Definitive Notes, then any right or remedy relating in any way to the obligation(s) in question may be exercised or pursued on the basis of such Global Note despite its stated cancellation after its exchange in full, as an alternative, or in addition, to the Definitive Notes (with the Coupons, Receipts or Talons appertaining to them, as appropriate). With this exception, upon exchange in full and cancellation of such Global Note for Definitive Notes, such Global Note shall become void.

In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall be issued in Specified Denomination(s) only. A Noteholder who holds a nominal amount of less than the minimum Specified Denomination will not receive a Definitive Note in respect of such holding and would need to purchase a nominal amount of Notes such that it holds an amount equal to one or more Specified Denominations.

1.4 Global Certificates

Transfers of the holding of Notes represented by any Global Certificate pursuant to Condition 1(b)(ii) may only be made in part:

(i) if the Notes are to be represented by a Global Certificate and held in the ICSDs and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or
(ii) on or following the giving of a Default Notice in the circumstances contemplated by Condition 9,

provided that, in the case of the first transfer of part of a holding pursuant to paragraph 1.4(i) or 1.4(ii) above, the registered holder of the Notes has given the Registrar not less than 30 days’ notice at its specified office of the registered holder’s intention to effect such transfer. These provisions will not prevent the trading of interests in the Notes within a clearing system whilst they are held on behalf of such clearing system, but will limit the circumstances in which the Notes may be withdrawn from the relevant clearing system.

2 Payments

No payment falling due after the Note Exchange Date will be made on any Global Note unless exchange for an interest in a permanent Global Note or for Definitive Notes, as the case may be, is improperly withheld or refused. Payments on any temporary Global Note issued in compliance with the D Rules before the Note Exchange Date will only be made outside the United States and its possessions against presentation of certification as to non-U.S. beneficial ownership and U.S. securities law matters (if applicable) in the form set out in the Agency Agreement. All payments in respect of Notes represented by a Global Note will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender of that Global Note to or to the order of the Issuing and Principal Paying Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose. A record of each payment so made will be endorsed in the appropriate schedule to each Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of the Notes. For the purposes of any payments made in respect of a Global Note, the relevant place of presentation shall be disregarded in the definition of “business day” set out in Condition 6(h) (Non-Business Days).

All payments in respect of Notes represented by a Global Certificate will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date, which shall be on the Clearing System Business Day immediately prior to the date for payment, where “Clearing System Business Day” means Monday to Friday inclusive, except 25th December and 1st January.

3 Notices

So long as any Notes are represented by a Global Note or Global Certificate and such Global Note or Global Certificate is held on behalf of a Relevant Clearing System, notices to holders of such Notes of that Series may be given by delivery of the relevant notice to that Relevant Clearing System for communication by it to entitled accountholders in substitution for publication as required by the Conditions or by delivery of the relevant notice to the holder of the Global Note or the Global Certificate.

4 Prescription

Claims against the Issuer in respect of Notes which are represented by a permanent Global Note shall be prescribed and become void unless it is presented for payment within a period of ten years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date.

5 Meetings

The holder of a Global Note or of the Notes represented by a Global Certificate will (unless such Global Note or Global Certificate represents one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, the holder of a Global Note shall be treated as having one vote

in respect of each integral currency unit of the Specified Currency of the Notes. All holders of Notes in registered form are entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes comprising such Noteholder’s holding, whether or not represented by a Global Certificate.

6 Purchase and Cancellation

Notes represented by a permanent Global Note may only be purchased by the Issuer or any of its subsidiaries if they are purchased together with the rights to receive all future payments of interest and Instalment Amounts (if any) thereon.

Cancellation of any Note represented by a Global Note that is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the nominal amount of the relevant Global Note.

7 Default

Each Global Note provides that the holder may cause such Global Note, or a portion of it, to become due and repayable in the circumstances described in Condition 9 by stating in a Default Notice to the Fiscal Agent the nominal amount of such Global Note which is becoming due and repayable.

If principal in respect of any Note is not paid when due, the holder of a Global Note or Notes in registered form represented by a Global Certificate may elect for direct enforcement rights against the Issuer under the terms of the Deed of Covenant executed as a deed on 3rd September, 2013 (as amended or supplemented as at the relevant Settlement Date) to come into effect in relation to the whole or a part of such Global Note or one or more Notes in registered form in favour of the persons entitled to such part of such Global Note or such Notes in registered form, as the case may be, as accountholders with a Relevant Clearing System. Following any such acquisition of direct rights, the Global Note or, as the case may be, the Global Certificate and the corresponding entry in the register kept by the Registrar, will become void as to the specified portion or Notes in registered form, as the case may be, and the persons entitled to such portion, as accountholders with a Relevant Clearing System, will acquire direct enforcement rights against the Issuer under the terms of the Deed of Covenant. However, no such election may be made in respect of Notes represented by a Global Certificate unless the transfer of the whole or a part of the holding of Notes represented by that Global Certificate shall have been improperly withheld or refused.

8 Issuer’s Option

Any option of the Issuer provided for in the Conditions of any Notes (including the terms set out in the relevant Final Terms) while such Notes are represented by a permanent Global Note or the Global Certificate shall be exercised by the Issuer giving notice to the Noteholders within the period set out in, and containing the information required by, the Conditions (including the terms set out in the relevant Final Terms), except that such notice shall not be required to contain the certificate numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes in bearer form shall be required. In the event that any option of the Issuer is exercised in respect of some but not all of the Notes of any Series, the rights of accountholders with a Relevant Clearing System will be governed by the standard procedures of the ICSDs or any other clearing system (as the case may be).

9 Noteholders’ Option

Any option of the Noteholders provided for in the Conditions of any Notes (including the terms set out in the relevant Final Terms) while such Notes are represented by a permanent Global Note or the Global Certificate may be exercised by the holder (i) giving an Exercise Notice (in the form obtainable from any Paying Agent, Registrar or Transfer Agent, as the case may be) to a Paying Agent, Registrar or a Transfer Agent within the period set out in the Conditions (including the terms set out in the relevant Final Terms), except that such notice shall not be required to contain the serial numbers of the Notes in bearer form, (ii) stating the nominal amount of Notes in respect of which the option is exercised, and (iii) at the same time presenting the permanent Global Note or the Global Certificate to the Issuing and Principal Paying Agent, or to such other Paying Agent acting on behalf of the Issuing and Principal Paying Agent or the Transfer Agent or the Registrar, for notation.

10 Electronic Consent and Written Resolution

While any Global Note or Global Certificate is held on behalf of a Relevant Clearing System, then:

(a) approval of a resolution proposed by the Issuer given by way of electronic consents communicated through the electronic communications systems of the Relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding (an “Electronic Consent” as defined in the Agency Agreement) shall, for all purposes, take effect as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held, and shall be binding on all Noteholders and holders of Coupons whether or not they participated in such Electronic Consent; and
(b) where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution (as defined in the Agency Agreement) has been validly passed, the Issuer shall be entitled to rely on consent or instructions given in writing directly to the Issuer by accountholders in the clearing system with entitlements to such Global Note or Global Certificate or, where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person for whom such entitlement is ultimately beneficially held, whether such beneficiary holds directly with the accountholder or via one or more intermediaries and provided that, in each case, the Issuer has obtained commercially reasonable evidence to ascertain the validity of such holding and has taken reasonable steps to ensure that such holding does not alter following the giving of such consent or instruction and prior to the effecting of such amendment. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. As used in this paragraph, “commercially reasonable evidence” includes any certificate or other document issued by the Relevant Clearing System, or issued by an accountholder of them or an intermediary in a holding chain, in relation to the holding of interests in the Notes. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the Relevant Clearing System (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

USE OF PROCEEDS

The net proceeds of each issue of Notes will be used for general corporate purposes of the Issuer.

MITSUI & CO., LTD.

General

Mitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha) (“Mitsui & Co.”) was incorporated on 25th July, 1947, as Daiichi Bussan Kabushiki Kaisha, a corporation (Kabushiki Kaisha) under the Commercial Code of Japan. The shares of common stock of Mitsui & Co. were listed on the Tokyo Stock Exchange in May 1949. The registered office of Mitsui & Co. is located at 2-1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8631, Japan, and the telephone number of Mitsui & Co. is +81-3-3285-1111.

In each business area, including Iron & Steel Products, Mineral & Metal Resources, Energy, Machinery & Infrastructure, Chemicals, Lifestyle and Innovation & Corporate Development, Mitsui & Co. and its consolidated subsidiaries (“Mitsui”) engage in a diversified range of services, including trading, manufacturing, transport, and financial services involving various commodities, making full use of Mitsui’s global office network, which is centring on Mitsui & Co., a general trading company, with its ability to gather information. Mitsui furthermore engages in a wide range of initiatives that include the development of natural resources and infrastructure projects, and business investment in relation to the environment, new technologies, next-generation power and healthcare.

The business units of Mitsui’s Head Office, which are organised based on “products and services”, plan overall and worldwide strategies for their products and services and conduct their operations worldwide. The business units also collaborate with overseas branches and overseas trading subsidiaries in planning and executing their strategies for products and regions. The overseas branches and overseas trading subsidiaries are separate operating units, which are delegated responsibility for the business of their regions as the centres of each particular regional strategy and operate diversified businesses together with their subsidiaries and associated companies in collaboration with the business units.

For the disclosure pursuant to IFRS 8 “Operating Segments”, these headquarters business units and regional business units are organised into seven product segments based on the properties and characteristics of the products they handle, factoring in managerial decisions relating to allocation of resources and assessment of such operating performance.

The operating segments of Mitsui & Co. are as follows:

“Iron & Steel Products” is operated by the Iron & Steel Products Business Unit. In the three areas of Mobility, Infrastructure, and Energy, this segment aims to utilise the power of steel and other materials to create products and services in anticipation of industrial challenges and the potential needs of customers. To achieve value creation, this segment is working to identify and improve the quality of both business and trading through alliances with outstanding partners in Japan and overseas.
“Mineral & Metal Resources” is operated by the Mineral & Metal Resources Business Unit. Through business development, investment and trading in the area of Mineral & Metal Resources, this segment works to develop integrated value chains which deliver a stable supply of resources, materials and manufactured products essential to industrial society. This segment also takes part in resource recycling, developing industrial solutions that address environmental issues.
“Machinery & Infrastructure” consists of the Infrastructure Projects Business Unit, the Mobility Business Unit I and the Mobility Business Unit II. This segment contributes to the development of countries and to the creation of better living through the long-term, reliable supply of indispensable social infrastructure such as power, gas, water, railways and logistics infrastructure. Its function encompasses sales, financing, lease, transportation and logistics, and investment in various areas, including large-scale plants, marine resource development facilities, ships, aerospace, railways, motor vehicles, and mining/construction/industrial machinery.
“Chemicals” consists of the Basic Materials Business Unit, the Performance Materials Business Unit and the Nutrition & Agriculture Business Unit. This segment operates many kinds of businesses linked to various industries. These range from upstream chemicals such as basic chemicals and inorganic raw materials, to

downstream products for diverse applications, such as functional materials, electronics materials, specialty chemicals, agricultural supplies, and animal and human nutrition. Its operations also include initiatives in adjacent areas such as the tank terminal business, ligneous resources, and housekeeping materials.

“Energy” consists of the Energy Business Units I and II. Through upstream development, logistics and trading of energy resources such as oil, natural gas/liquid natural gas (LNG), coal and uranium, this segment contributes to the stable supply of energy vital to both industry and society. In addition, as part of efforts to achieve a low-carbon society, this segment is actively involved in environmental and renewable energy businesses.
“Lifestyle” consists of the Food Business Unit, the Food & Retail Management Business Unit, the Healthcare & Service Business Unit. Adapting to changes in consumption and lifestyles while meeting consumers’ diversified needs, this segment provides value-added products and services, develops businesses and makes investments in business fields such as food resources and food products, merchandising, retailing, healthcare, pharmaceuticals, outsourcing, human resources, and fashion and textiles.
“Innovation & Corporate Development” consists of the IT & Communication Business Unit and the Corporate Development Business Unit. Aiming to develop innovative business for the next generation, this segment operates businesses in a diverse range of fields, including IT, communications, finance, real estate, and logistics. In addition, this segment aims to propel group-wide business growth by seizing opportunities from changes in technologies such as IoT, AI and 5G, promoting digital transformation, and providing advanced capabilities across multiple fields.

Business Environment

As a consequence of COVID-19, demand has declined significantly, and the prices of commodities have dropped sharply. Uncertainty about when the spread of COVID-19 will end and what will become of the social and economic environment thereafter has increased. While Mitsui anticipates a decline in profit in the short term due to the impact of COVID-19, Mitsui aims to return to a growth trajectory by implementing the strategies of the new medium-term management plan that will be implemented through the period ending 31st March, 2023. Although there is a high degree of uncertainty in the current business environment with limited information and operating restrictions (see “Risk Factors – Risks Related to Mitsui – Risks of COVID-19”), Mitsui anticipates COVID-19 has and may continue to have an impact on the following areas of operations:

the Mineral and Metal Resources area and the Energy area, which have been affected by the decline in commodity prices, particularly crude oil and gas prices and iron ore prices.
the Mobility area and the Healthcare & Service area, in which demand and utilisation rates have declined.
the Iron & Steel Product area and the Chemical area, which have been affected by sluggish materials and a decrease in demand.

Subsidiaries and Associated Companies

Mitsui & Co. and its subsidiaries and associated companies form a group for which Mitsui & Co. is the parent company. In addition to holding shares in its direct subsidiaries, Mitsui & Co. conducts its own business activities. As at 31st March, 2020, Mitsui & Co. has 506 affiliated companies for consolidation, which consist of 209 overseas subsidiaries, 74 domestic subsidiaries, 178 overseas equity accounted investees and 45 domestic equity accounted investees. The following table shows certain information with regard to Mitsui & Co.’s major consolidated subsidiaries and associated companies accounted for by the equity method, as of 31st March, 2020:

Major Subsidiaries

Operating Segment

Registered Name

Iron & Steel Mitsui & Co. Steel Ltd. Products

Regency Steel Asia Pte Ltd.

Game Changer Holdings Inc.

EURO-MIT STAAL B.V.

Bangkok Coil Center Co., Ltd. Mitsui-Itochu Iron Pty. Ltd.

Mineral & Metal Resources

Mitsui Iron Ore Development Pty. Ltd.

Mitsui Iron Ore Corporation Pty. Ltd.

Mitsui & Co. Iron Ore Exploration & Mining Pty. Ltd. Oriente Copper Netherlands B.V.

Japan Collahuasi Resources B.V.

Mitsui Bussan Copper Investment & Co., Ltd. MITSUI BUSSAN METALS CO., LTD.

Mitsui & Co. Mineral Resources Development (Asia) Corp.

Mitsui Coal Holdings Pty. Ltd.

Mitsui & Co. Mozambique Coal Investment B.V.

Mitsui & Co. Mozambique Coal Finance Limited Mitsui & Co. Nacala Infrastructure Investment B.V.

Mitsui & Co. Nacala Infrastructure Finance Limited

Mitsui Oil Exploration Co., Ltd.

Energy

Principal Lines	Jurisdiction	Ownership of
of	of
Business	Incorporation	Voting Shares (%)
Domestic sales, export,	Japan	100.0
import of steel products
Wholesale and retail of steel	Singapore	100.0
products
Investment in steel	U.S.A.	100.0
processing company
Steel processing	The Netherlands	90.0
Steel processing	Thailand	99.6
Mining and sales of	Australia	70.0
Australian iron ore
Mining and sales of	Australia	100.0
Australian iron ore
Mining and sales of	Australia	100.0
Australian iron ore
Mining and sales of	Australia	100.0
Australian iron ore
Investment in and loan to	The Netherlands	100.0
copper business in Chile
through Inversiones Mineras
Becrux SpA
Investment in Collahuasi	The Netherlands	91.9
copper mine in Chile
Investment in Caserones	Japan	100.0
copper mine in Chile
Sales and trading of non-	Japan	100.0
ferrous scrap, alloy and
products
Investments in nickel and	Philippines	100.0
cobalt smelting business in
Philippines
Investments in Australian	Australia	100.0
coal business
Investment in Mozambique	The Netherlands	100.0
coal business
Investment in Mozambique	United Arab	100.0
coal business	Emirates
Investment in railway and	The Netherlands	100.0
port infrastructure business
in Mozambique and Malawi
Investment in railway and	United Arab	100.0
port infrastructure business	Emirates
in Mozambique and Malawi
Exploration, development	Japan	74.3
and production of oil and
natural gas

Operating Segment	Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
	Mitsui E&P Middle East B.V.	Exploration, development	The Netherlands	100.0
		and production of oil and
		natural gas
	Mitsui E&P Australia Pty	Exploration, development	Australia	100.0
	Limited	and production of oil and
		natural gas
	Mitsui E&P UK Limited	Exploration, development	United Kingdom	100.0
		and production of oil and
		natural gas in Europe &
		Africa
	Mitsui E&P USA LLC	Exploration, development	U.S.A.	100.0
		and production of oil and
		natural gas
	MEP Texas Holdings LLC	Investment in Oil and Gas	U.S.A.	100.0
		Business in America
	Mitsui E&P Italia A S.r.l.	Exploration, development	Italy	100.0
		and production of oil and
		natural gas based in Italy
	AWE Pty Ltd.	Exploration, development	Australia	100.0
		and production of oil and
		natural gas in Oceania
	Mitsui & Co. Energy Trading	Global trading of crude oil,	Singapore	100.0
	Singapore Pte. Ltd.	petroleum products and LNG
	Mitsui & Co. LNG Investment	Investment in natural gas	U.S.A.	100.0
	USA LLC	liquefaction business in the
		U.S.A. and sales of LNG
	Mitsui Sakhalin Holdings B.V.	Investments in Sakhalin	The Netherlands	100.0
		Energy Investment Company
		Ltd.
Machinery &	Portek International Private	Development and operation	Singapore	100.0
Infrastructure	Limited	of container terminal
	Mit-Power Capitals (Thailand)	Investment in cogeneration	Thailand	100.0
	Limited	service business in Thailand
	Mitsui & Co. Middle East and	Infrastructure project	United Arab	100.0
	Africa Projects Investment &	development and asset	Emirates
	Development Limited	management in Middle East
		and Africa
	MITSUI GAS E ENERGIA DO	Investments in gas	Brazil	100.0
	BRASIL LTDA.	distribution companies in
		Brazil
	Drillship Investment B.V.	Investment in deepwater	The Netherlands	100.0
		drilling service business
	GOG DRILLSHIP	Investment in deepwater	U.S.A.	100.0
	INVESTMENT INC.	drilling service business
	Ecogen Brasil Solucoes	Cogeneration service	Brazil	100.0
	Energeticas S.A.	business in Brazil

Operating Segment

Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
MIZHA ENERGIA	Investment in hydropower	Brazil	100.0
PARTICIPACOES S.A.	producing business in Brazil
ATLATEC, S.A. de C.V.	Designing, building and	Mexico	96.4
	operation of wastewater
	treatment plants
KARUGAMO ENERGY	Investments in power	Australia	100.0
MANAGEMENT PTY.	generation business
LIMITED
Mitsui & Co. Plant Systems, Ltd.	Sales of various plants,	Japan	100.0
	electric power facilities and
	transportation equipment
Tokyo International Air Cargo	Operation of air cargo	Japan	100.0
Terminal Ltd.	terminal at Tokyo
	International Airport
MyPower Corp.	Investment and management	U.S.A.	100.0
	of power projects in the
	United States
Mitsui Water Holdings	Investment in water supply	Thailand	100.0
(Thailand) Ltd.	business
Guarana Urban Mobility	Investment in passenger	Japan	57.6
Incorporated	transportation business in
	Brazil
Mitsui Rail Capital Participacoes	Brazil Rolling Stock Leasing	Brazil	100.0
Ltda.
GUMI BRASIL	Investment vehicle of	Brazil	100.0
PARTICIPACOES S.A.	Guarana Urban Mobility Inc
	in Brazil
Toyota Chile S.A.	Import and sales of	Chile	100.0
	automobiles and auto parts in
	Chile
Mitsui Automotriz S.A.	Retail sales of automobiles	Peru	100.0
	and auto parts
HINO MOTORS SALES	Sales of truck, bus of HINO	Mexico	65.0
MEXICO, S.A. DE C.V.	brand
Veloce Logistica SA	Auto parts logistics	Brazil	100.0
MBK USA Commercial Vehicles	Investment in full-service	U.S.A.	100.0
Inc.	truck leasing, rental and
	logistics business
PT. Bussan Auto Finance	Motorcycle retail finance	Indonesia	65.0
Bussan Auto Finance India Pvt.	Motorcycle retail finance	India	80.0
Ltd.
MITSUI AUTO FINANCE	Automobile retail finance	Chile	100.0
CHILE LTDA.
MITSUI & CO. MACHINE	Sale of machine tools and	Japan	100.0
TECH LTD.	peripheral equipment

Operating Segment

Chemicals

Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
Komatsu-Mitsui Maquinarias	Sales of construction and	Peru	60.0
Peru S.A.	mining equipment
Road Machinery, LLC	Sales of construction and	U.S.A.	100.0
	mining equipment
KOMEK MACHINERY LLC	Distributor of KOMATSU in	Russia	80.0
	Russia (certain area)
KOMEK MACHINERY	Distributor of KOMATSU in	Kazakhstan	80.0
Kazakhstan LLP	Kazakhstan
Ellison Technologies Inc.	Sales of machine tools	U.S.A.	100.0
OMC SHIPPING PTE. LTD.	Shipping business	Singapore	100.0
ORIENT MARINE CO., LTD.	Shipping business	Japan	100.0
Mitsui Bussan Aerospace Co.,	Import and sales of	Japan	100.0
Ltd.	helicopters and defense and
	aerospace products
Mitsui Rail Capital Holdings,	Freightcar leasing and	U.S.A.	100.0
Inc.	management in North
	America
Mitsui Rail Capital Europe B.V.	Locomotive leasing and	The Netherlands	100.0
	management in Europe
Mitsui Bussan Chemicals Co.,	Domestic and foreign trade	Japan	100.0
Ltd.	of solvents, coating
	chemicals, etc.
Japan-Arabia Methanol Company	Investments in methanol	Japan	55.0
Ltd.	producing business in Saudi
	Arabia and sales of products
MMTX Inc.	Investment in methanol	U.S.A.	100.0
	producing business in the
	United States and sale of
	products
Shark Bay Salt Pty. Ltd.	Production of salt	Australia	100.0
Intercontinental Terminals	Chemical tank leasing	U.S.A.	100.0
Company LLC
MITSUI & CO. PLASTICS	Sales of plastics and	Japan	100.0
LTD.	chemicals
Diana Elastomers, Inc.	Investment in synthetic	U.S.A.	100.0
	rubbers producing and
	marketing business
Mitsui Plastics Trading Shanghai	Sales and marketing of	China	100.0
Co., Ltd.	plastics and chemicals
Mitsui Bussan Packaging Co.,	Domestic sales and	Japan	100.0
Ltd.	import/export related to
	paper, pulp and packaging
Mitsui Bussan Woodchip	Plantation, processing and	Australia	100.0
Oceania Pty. Ltd.	sales of woodchip
MITSUI PLASTICS INC.	Sales of Chemicals	U.S.A.	100.0

Operating Segment	Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
	Mitsui AgriScience International	Investments in crop	Belgium	100.0
	SA/NV	protection businesses in
		Europe
	Certis U.S.A. L.L.C.	Manufacture and sales of	U.S.A.	100.0
		biological crop protection
		products
	Kocide LLC	Manufacture and sales of	U.S.A.	100.0
		copper fungicides
	DAIICHI TANKER CO., LTD.	Operation of chemical	Japan	100.0
		tankers
	Mitsui Bussan Agro Business	Development and sales of	Japan	100.0
	Co., Ltd.	fertilisers and agricultural
		products
	B Food Science Co., Ltd.	Manufacturing and sale,	Japan	100.0
		functional food,
		pharmaceutical, and
		chemical product materials.
	San-ei Sucrochemical Co., Ltd.	Manufacture and sales of	Japan	70.0
		saccharified products,
		pharmaceuticals, feedstuffs
		and other products
	Mitsui Agro Business S.A.	Investment in fertiliser	Chile	100.0
		producing business and sales
		of products in South America
	Novus International, Inc.	Manufacturing and sales of	U.S.A.	80.0
		feed additives
	Consorcio Agroindustrias del	Sales of fertiliser and other	Mexico	80.0
	Norte, S.A.P.I de C.V.	agricultural inputs, provision
		of farming guidance services
		by agronomists
Lifestyle	XINGU AGRI AG	Production and	Switzerland	100.0
		merchandising of
		agriproducts
	TOHO BUSSAN KAISHA,	Import and sales of	Japan	100.0
	LTD.	agricultural and marine
		products
	PRIFOODS CO., LTD.	Production, processing and	Japan	46.5
		sales of broilers
	United Grain Corporation of	Grain merchandising	U.S.A.	100.0
	Oregon
	The Kumphawapi Sugar Co., Ltd.	Production and sales of sugar	Thailand	50.9
	Mitsui Norin Co., Ltd.	Manufacture and sales of	Japan	100.0
		food products
	Mit-Salmon Chile SpA	Investment in salmon	Chile	100.0
		farming, processing and sales
		company

Operating Segment	Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
	RETAIL SYSTEM SERVICE	Sales of foods, groceries and	Japan	100.0
	CO., LTD.	services for retailers
	WILSEY FOODS, INC.	Investments in processed oil	U.S.A.	90.0
		food company
	MKU Holdings, Inc.	Investments in food and	U.S.A.	80.0
		delicatessen manufacturing
		company
	Bussan Logistics Solutions Co.,	Operation and management	Japan	100.0
	Ltd.	of logistics centres
	VENDOR SERVICE CO., LTD.	Sales and distribution of food	Japan	100.0
		and packaging materials
	MITSUI FOODS CO., LTD.	Wholesale of foods and	Japan	100.0
		beverages
	MAX MARA JAPAN CO., LTD.	Exclusive Distribution in	Japan	65.5
		Japan for Ladies' ready-to-
		wears produced by MAX
		MARA Italy
	MITSUI BUSSAN I-FASHION	Planning and management	Japan	100.0
	LTD.	for production and
		procurement of apparel
	Paul Stuart, Inc.	Luxury clothing retailer	U.S.A.	100.0
	Mitsui Foods, Inc.	Trading canned foods,	U.S.A.	100.0
		chilled foods and coffee
	MicroBiopharm Japan Co., Ltd.	Manufacture and sales of	Japan	80.0
		medicines and chemicals
	Mitsui & Co. Foresight Ltd.	Property management	Japan	100.0
	UHS Partners, Inc.	Investment in healthcare	U.S.A.	100.0
		staffing business
	MBK HEALTHCARE	Healthcare related business	Singapore	100.0
	MANAGEMENT PTE. LTD.
Innovation &	Mitsui & Co., Principal	Investment in private equity	Japan	100.0
Corporate	Investments Ltd.
Development	MITSUI & CO. Global	Operation of Venture Capital	U.S.A.	100.0
	Investment, Inc.	Fund
	Mitsui Bussan Commodities Ltd.	Trading of energy and	United Kingdom	100.0
		basemetal derivatives
	Mitsui & Co. Global Logistics,	Domestic warehousing	Japan	100.0
	Ltd.	businesses and international
		integrated transportation
		services
	Mitsuibussan Insurance Co., Ltd.	Non-life and life insurance	Japan	100.0
		agency services
	Mitsui & Co. Alternative	Securities and investment	Japan	100.0
	Investments Ltd.	management firm
		specialising in the alternative
		investments

Operating Segment	Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
	Mitsui & Co. Asset Management	Real estate asset	Japan	100.0
	Holdings LTD.	management
	SABRE INVESTMENTS, LLC	Vehicle for the investment in	U.S.A.	100.0
		a real asset owner and
		operator in US.
	MITSUI & CO. REAL ESTATE	Real estate sales, leasing and	Japan	100.0
	LTD.	brokerage
	MBK Real Estate LLC	Real estate-related business	U.S.A.	100.0
	MBK Real Estate Asia Pte. Ltd.	Real estate development,	Singapore	100.0
		sales, leasing and brokerage
	MITSUI KNOWLEDGE	Planning, development and	Japan	100.0
	INDUSTRY CO., LTD.	sales of information and
		communication systems
	World Hi-Vision Channel, Inc.	Operating a Broadcasting	Japan	100.0
		Satellites channel
	M&Y Asia Telecom Holdings	Investments in mobile	Singapore	75.0
	Pte. Ltd.	network operator business in
		Cambodia
	Mitsui Bussan Secure Directions,	Cyber security business	Japan	100.0
	Inc.
All Other	Mitsui & Co. (U.S.A.), Inc.	Trading	U.S.A.	100.0
	Mitsui & Co. (Canada) Ltd.	Trading	Canada	100.0
	MITSUI & CO. (BRASIL) S.A.	Trading	Brazil	100.0
	Mitsui & Co. Europe PLC	Trading	United Kingdom	100.0
	Mitsui & Co. Deutschland GmbH	Trading	Germany	100.0
	Mitsui & Co. Benelux S.A./N.V.	Trading	Belgium	100.0
	Mitsui & Co. Italia S.p.A.	Trading	Italy	100.0
	Mitsui & Co., Middle East	Trading	United Arab	100.0
	Limited		Emirates
	Mitsui & Co. (Asia Pacific) Pte.	Trading	Singapore	100.0
	Ltd.
	Mitsui & Co. (Thailand) Ltd.	Trading	Thailand	100.0
	Mitsiam International Ltd.	Trading	Thailand	75.1
	Mitsui & Co. (Australia) Ltd.	Trading	Australia	100.0
	Mitsui & Co. (Hong Kong) Ltd.	Trading	China	100.0
	Mitsui & Co. (China) Ltd.	Trading	China	100.0
	Mitsui & Co. (Shanghai) Ltd.	Trading	China	100.0
	Mitsui & Co. (Taiwan) Ltd.	Trading	Taiwan	100.0
	Mitsui & Co. Korea Ltd.	Trading	Korea	100.0
	Mitsui & Co. Financial Services	Financing services within	Singapore	100.0
	(Asia) Ltd.	Mitsui
	Mitsui & Co. Financial Services	Financing services within	U.S.A.	100.0
	(U.S.A.) Inc.	Mitsui

Operating Segment

Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
& Co. Financial Services	Financing services within	United Kingdom	100.0
) Plc	Mitsui
& Co. Financial Services	Financing services within	Australia	100.0
ia) Ltd.	Mitsui
I BUSSAN BUSINESS	Provision of HR & GA	Japan	100.0
ERS CO., LTD.	services to Mitsui
& Co. Trade Services Ltd.	Provision of logistics-related	Japan	100.0
	services to Mitsui
& Co. Financial	Provision of accounting and	Japan	100.0
ment, Ltd.	treasury-related services to
	Mitsui

Mitsui & Co. Financial Services (Europe) Plc

Mitsui & Co. Financial Services (Australia) Ltd. MITSUI BUSSAN BUSINESS PARTNERS CO., LTD. Mitsui & Co. Trade Services Ltd.

Mitsui & Co. Financial Management, Ltd.

Major Equity Accounted Investees

Operating Segment	Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
Iron & Steel	NIPPON STEEL TRADING	Sales, export and import of	Japan	20.0
Products	CORPORATION	steel products
	*GRI Renewable Industries, S.L.	Manufacture of wind turbine	Spain	25.0
		towers and flanges
	*Shanghai Bao-Mit Steel	Processing and sales of steel	China	35.0
	Distribution Co., Ltd.	products
	*Gestamp North America, Inc.	Manufacture of automotive	U.S.A.	30.0
		components
	*Gestamp Holding Mexico, S.L.	Manufacture of automotive	Spain	30.0
		components
	*Gestamp Brasil Industria De	Manufacture of automotive	Brazil	17.9
	Autopecas S.A.	components
	*Gestamp Holding Argentina,	Manufacture of automotive	Spain	30.0
	S.L.	components
	GESTAMP 2020, S.L.	Investment in Manufacture	Spain	25.0
		of automotive components
	SIAM YAMATO STEEL	Manufacture and sales of	Thailand	20.0
	COMPANY LIMITED	steel products
	GEG (Holdings) Limited	Fabrication, upgrading,	United Kingdom	25.5
		inspection and maintenance
		of welded structures
Mineral & Metal	*Inner Mongolia Erdos Electrical	Coal mining, power	China	20.2
Resources	Power & Metallurgical Group	generation, ferrous alloy and
	Limited By Shares	chemical production and
		water pumping
	NIPPON AMAZON	Investments in aluminium	Japan	20.9
	ALUMINIUM CO., LTD.	smelting business in Brazil

Operating Segment	Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
	BHP Billiton Mitsui Coal Pty Ltd	Mining and sales of	Australia	16.8
		Australian coal
Energy	*ENEOS GLOBE Corporation	LPG imports and marketing,	Japan	30.0
		fuel cell and photovoltaic
		systems marketing
	*JAPAN ARCTIC LNG B.V.	Exploration, development	The Netherlands	50.0
		and sales of crude oil and
		natural gas in Russia
	*Japan Australia LNG (MIMI)	Exploration, development	Australia	50.0
	Pty. Ltd.	and sales of crude oil and
		natural gas
	*Mitsui E&P Mozambique Area	Exploration, development	United Kingdom	50.1
	1 Limited	and production of oil and
		natural gas in Mozambique
Machinery &	P.T. PAITON ENERGY	Power generation in	Indonesia	45.5
Infrastructure		Indonesia
	*3B POWER SDN. BHD.	Power Generation in	Malaysia	50.0
		Malaysia
	*SAFI ENERGY COMPANY	Energy Company of SAFI	Morocco	30.0
		Project in Morocco
	*MAP Inland Holding Company	Investment in power	United Arab	52.7
	Limited	generation business in Oman	Emirates
	*MAP Coastal Holding Company	Investment in power	United Arab	52.7
	Limited	generation business in Oman	Emirates
	DHOFAR GENERATING	Oman Gas fired IPP	Sultanate of	27.0
	COMPANY SAOG		Oman
	*Caitan SpA	Chile desalination and	Chile	50.0
		conveyance service business
	*IPM Eagle LLP	Investments in power	United Kingdom	30.0
		generation business
	MT Falcon Holdings Company,	Investment in power	Mexico	40.0
	S.A.P.I. de C.V.	generation business in
		Mexico
	Fukushima Gas Power Co., Ltd.	Gas-fired Power Generation	Japan	28.7
		Business
	VLI S.A.	Integrated freight	Brazil	20.0
		transportation business
	*TOYOTA MANILA BAY	Retail sales of Toyota cars	Philippines	40.0
	CORPORATION
	*HINO MOTORS SALES	Wholesale of Hino vehicles	Thailand	43.0
	(THAILAND) LTD.	and parts in Thailand
	Penske Automotive Group, Inc.	Automotive retailer	U.S.A.	16.5
	*lnversiones Mitta SpA	Chilean automobile lease and	Chile	49.0
		rental business
	*PT. Yamaha Indonesia Motor	Manufacture and sales of	Indonesia	15.0
	Manufacturing	motorcycles

Operating Segment	Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
	India Yamaha Motor Pvt. Ltd.	Manufacture and sales of	India	15.0
		motorcycles
	TAIYOKENKI RENTAL CO.,	Rental of construction	Japan	25.9
	LTD	machinery
	KOMATSU MARKETING	Sales of construction and	Australia	40.0
	SUPPORT AUSTRALIA PTY	mining equipment
	LTD
Chemicals	Kansai Helios Coatings GmbH	Manufacture and sales of	Austria	20.0
		coatings, plastic resins,
		adhesives and other
		chemicals products
	HEXAGON COMPOSITES	Manufacturer of fiber	Norway	25.2
	ASA	reinforced pressure cylinders
	LABIX Company Limited	Manufacture and sales of	Thailand	25.0
		Linear Alkyl Benzene
	*SMB KENZAI CO., LTD.	Sales of building materials,	Japan	36.3
		contract of construction work
		and import of various
		building materials
	*OURO FINO QUIMICA S.A.	Manufacture and sales of	Brazil	20.0
		crop protection in Brazil
	MVM Resources International	Investment in a phosphate	The Netherlands	25.0
	B.V.	rock mining project in Peru
	*ITC RUBIS TERMINAL	Chemical tank leasing	Belgium	50.0
	ANTWERP NV
	*PT Kingsford Holdings	Investment to PT Champion	Indonesia	40.0
		Pacific Indonesia.
Lifestyle	Starzen Co., Ltd.	Processing and sale of meat,	Japan	16.1
		manufacture and sale of meat
		products
	FEED ONE CO., LTD.	Manufacturing and sales of	Japan	25.0
		compound feedstuffs
	Mitsui Sugar Co., Ltd.	Manufacturing and sales of	Japan	33.6
		refined sugar, sugar products
		and food ingredients
	BIGI HOLDINGS CO., LTD.	Clothing manufacturing and	Japan	33.4
		sales business
	ALCANTARA S.P.A.	Manufacturing and sales of	Italy	30.0
		the "Alcantara" branded
		material
	Panasonic Healthcare Holdings	Development, manufacture	Japan	22.0
	Corporation	and sale of various health
		care equipment and services
	IHH Healthcare Berhad	Provider of healthcare	Malaysia	32.9
		services
	Fuji Pharma Co., Ltd.	Manufacture and sale of	Japan	22.0
		pharmaceutical products

Operating Segment	Registered Name	Principal Lines of Business	Jurisdiction of Incorporation	Ownership of Voting Shares (%)
	*AIM SERVICES CO., LTD.	Contract food services	Japan	50.0
	*ARAMARK Uniform Services	Rental and sales of uniforms	Japan	39.2
	Japan Corporation
Innovation &	JA Mitsui Leasing, Ltd.	Leasing and financing	Japan	31.4
Corporate		business
Development	QVC JAPAN INC.	Direct Marketing Business	Japan	40.0
		which is mainly composed of
		TV shopping
	NAAPTOL ONLINE	TV Shopping business in	India	27.9
	SHOPPING PRIVATE	India
	LIMITED
	Relia, Inc.	Comprehensive	Japan	34.4
		telemarketing and direct
		marketing operations

The companies with an asterisk, accounted for using the equity method, are joint ventures in accordance with IFRS 11, “Joint Arrangements”.

Funding

Mitsui & Co.’s basic funding policy as set forth by its management is to secure the liquidity required for its smooth operation and to maintain the strength and soundness of its balance sheet. Thus, Mitsui & Co.’s principal strategy is to obtain long-term funds (those with maturities of around 10 years) from financial institutions, including domestic life-insurance companies and banks, and through the issuance of corporate bonds. At the same time, Mitsui & Co. minimises its refinance risk by deconcentrating the amount of long-term debt to be repaid each fiscal year. In cases of projects where large amounts of financing are required, Mitsui & Co. utilises financing programs provided by government financing agencies and/or project financing.

In principle, Mitsui & Co.’s wholly owned subsidiaries procure funds not from financial institutions, but by utilising the internal Cash Management Service, through which they can procure financing from financing subsidiaries and overseas offices of Mitsui & Co. Through this service, centralisation of fund raising, the efficient use of fund and securement of liquidity are promoted. As a result, approximately four fifths of total interest-bearing debt on a consolidated basis as of 31[st] March, 2020 was raised by Mitsui & Co. and the above-mentioned financing subsidiaries.

Mitsui & Co. also holds sufficient cash and cash equivalents in order to maintain liquidity to flexibly meet capital requirements and to minimise the harmful effects of a deteriorated financial market on future debt-service requirements. While there is no particular target amount of cash and cash equivalents to be held, considering the current financial market conditions, cash and cash equivalents are invested mainly in highly liquid and highly rated short-term financial instruments, or deposited.

Risk Management

Risks arising from business activities are monitored and managed by Chief Operating Officers of business units and regional business units within their authorisation delegated from the management. Risks associated with Mitsui’s business include quantitative risks such as credit risk, market risk, business risk arising from subsidiaries’ businesses, and country risk, as well as qualitative risks such as compliance risk and operational risk.

Measures taken by each business unit to manage quantitative risks include setting of position limits and loss-cut limits as well as monitoring of positions by divisions with relevant expertise. For the management of qualitative risks, the business units are obligated to observe related internal regulations. When a business unit or a regional business unit takes risks greater than the scope of authority granted to the Chief Operating Officers, it is necessary to obtain approval of the Corporate Management Committee or a Representative Director in charge, or a Senior Managing Officer in charge, depending on the importance of the case, in accordance with the standards of the internal approval system.

Furthermore, as committees responsible for business execution and the internal control system, organisations such as the Portfolio Management Committee, the Compliance Committee, the Disclosure Committee, the J-SOX Committee, the Sustainability Committee and the Crisis Management Headquarters establish and develop the risk management structures and handle significant risks. These committees consist of Managing Officers and the General Managers of Corporate Staff Units.

With respect to the risks in the fields they are in charge of, each division of the Corporate Staff Units is responsible for surveillance the whole of Mitsui & Co.’s positions, control within the prescribed range of their authority, and supporting the relevant Directors and Managing Officers.

Management

Basic Corporate Governance Policy

In structuring the corporate governance framework, Mitsui & Co. places emphasis on “improved transparency and accountability” and “the clarification of the division of roles between the oversight activities and executive activities of management.”

For “improved transparency and accountability”, Mitsui & Co. ensures sound supervision and monitoring of management with the view point of External Directors and External Audit & Supervisory Board Members (“external members”). Mitsui & Co. has also established an internal control system for disclosure so that all executives and employees fulfil their accountability to stakeholders under the principle of fair disclosure. For the “clarification of the division of roles between the oversight activities and executive activities of the management”, Mitsui & Co. delegates execution of business to Managing Officers substantially while the Board of Directors retains a supervisory role over Managing Officers’ business activities. Chief Operating Officers of 16 business units within headquarters and 3 regional business units serve concurrently as Managing Officers and engage in business operation for the consolidated group in a responsive and flexible manner.

While increasing the effectiveness of supervisory functions by having Audit & Supervisory Board Members, Mitsui & Co., implements corporate governance by maintaining an Audit & Supervisory Board system because it believes that having internal Directors who are familiar with its business practices and operations is essential to the business of a general trading company. By adopting a Committee System in which External Directors and External Audit & Supervisory Board Members participate, Mitsui & Co., achieves highly effective corporate governance to secure “improved transparency and accountability” and “clarification of the division of roles between management oversight and execution”. In order to realise effective corporate governance for shareholders and other stakeholders, Mitsui & Co., has established, and maintains, the following structures:

(i) The Board of Directors is the highest authority for execution of business and supervision, and in order to secure this function, Mitsui & Co., has set the appropriate number of Directors where effective discussion is possible. As advisory committees to the Board of Directors, Mitsui & Co. also has in place the Governance Committee, the Nomination Committee and the Remuneration Committee, in which External Directors and/or External Audit & Supervisory Board Members participate as members.
(ii) The Audit & Supervisory Board Members supervise the Directors’ execution of duties as an independent institution with the mandate of the shareholders. For this purpose, Audit & Supervisory Board Members carry out multi-faceted, effective audit activities such as attending important internal meetings, verifying reports and investigating its business, and take necessary measures in a timely manner.

Member of the Board of Directors and Audit & Supervisory Board Members

The Directors and Audit & Supervisory Board Members of Mitsui & Co. as of the date hereof are as follows:

Name Masami Iijima1 Tatsuo Yasunaga1 Yukio Takebe1 Takakazu Uchida1 Kenichi Hori1 Hirotatsu Fujiwara1 Yoshio Kometani1 Shinichiro Omachi1 Miki Yoshikawa1 Izumi Kobayashi Jenifer Rogers Samuel Walsh Takeshi Uchiyamada Masako Egawa Makoto Suzuki Kimiro Shiotani Haruka Matsuyama Hiroshi Ozu Kimitaka Mori	Position
	Chairman of the Board of Directors President and Chief Executive Officer Executive Vice President Executive Vice President, Senior Executive Managing Officer Senior Executive Managing Officer Senior Executive Managing Officer Senior Executive Managing Officer Senior Executive Managing Officer External Director External Director External Director External Director External Director Audit and Supervisory Board Member Audit and Supervisory Board Member External Audit and Supervisory Board Member External Audit and Supervisory Board Member External Audit and Supervisory Board Member

Name
Masami Iijima1
Tatsuo Yasunaga1
Yukio Takebe1
Takakazu Uchida1
Kenichi Hori1
Hirotatsu Fujiwara1
Yoshio Kometani1
Shinichiro Omachi1
Miki Yoshikawa1
Izumi Kobayashi
Jenifer Rogers
Samuel Walsh
Takeshi Uchiyamada
Masako Egawa
Makoto Suzuki
Kimiro Shiotani
Haruka Matsuyama
Hiroshi Ozu
Kimitaka Mori

Position

Chairman of the Board of Directors
President and Chief Executive Officer
Executive Vice President
Executive Vice President,
Senior Executive Managing Officer
Senior Executive Managing Officer
Senior Executive Managing Officer
Senior Executive Managing Officer
Senior Executive Managing Officer
External Director
External Director
External Director
External Director
External Director
Audit and Supervisory Board Member
Audit and Supervisory Board Member
External Audit and Supervisory Board Member
External Audit and Supervisory Board Member
External Audit and Supervisory Board Member

Notes:

Representative Director
None of the Directors or Audit and Supervisory Board Members listed above, except for Ms. Kobayashi, Ms. Rogers, Mr. Walsh, Mr. Uchiyamada, Ms. Egawa, Ms. Matsuyama, Mr. Ozu and Mr. Mori performs any principal activities outside Mitsui which are significant with respect to Mitsui & Co.
All of the Directors, except for Mr. Iijima, Mr. Muto, Ms. Kobayashi, Ms. Rogers, Mr. Walsh and Mr. Uchiyamada, Ms. Egawa also serve as Executive Officers.
Major Concurrent positions in other organisations (as of June 19, 2020)

External Director

Izumi Kobayashi External Director, ANA HOLDINGS INC. External Director, Mizuho Financial Group, Inc. Jenifer Rogers General Counsel Asia, Asurion Japan Holdings G.K. External Director, Kawasaki Heavy Industries, Ltd. External Director, Nissan Motor Co., Ltd. Samuel Walsh Chairman of the Board, Gold Corporation (Australia) Takeshi Uchiyamada Chairman of the Board of Directors, Toyota Motor Corporation External Director, JTEKT CORPORATION JTEKT CORPORATION is an equity accounted associated companies of Toyota Motor Corporation.

Masako Egawa External Director, Tokio Marine Holdings, Inc. External Director, Mitsui Fudosan Co., Ltd. Adjunct Professor, Graduate School of Business Administration, Hitotsubashi University External Audit & Supervisory Board Member Haruka Matsuyama Attorney at Law External Director, T&D Holdings, Inc. External Director, Mitsubishi UFJ Financial Group, Inc. External Director, Restar Holdings Corporation Hiroshi Ozu Attorney at Law External Audit & Supervisory Board Member, Toyota Motor Corporation External Audit & Supervisory Board Member, Shiseido Company, Limited Kimitaka Mori Certified Public Accountant External Director, Japan Exchange Group, Inc. External Audit & Supervisory Board Member, East Japan Railway Company External Director, Sumitomo Life Insurance Company

There are no potential conflicts of interest between the duties to Mitsui & Co. of the Directors except for External Directors and their private interests and/or other duties. Given that Mitsui & Co. is a general trading company with extensive business dealings, it has been decided to make appropriate efforts by the Board of Directors to handle likely conflicts of interest involving prospective External Directors in individual transactions with external parties. Ms. Matsuyama, Mr. Ozu and Mr. Mori are External Audit and Supervisory Board Members under the Companies Law. When selecting candidates for External Audit and Supervisory Board Members, the Audit and Supervisory Board shall confirm that no issues with independence arise by taking into consideration such factors as relations with the company, management and important staff members.

The business address as of the date hereof of all of the Directors, except for Ms. Rogers, and Mr. Uchiyamada is 2- 1, Otemachi 1-chome, Chiyoda-ku, Tokyo 100-8631, Japan. The business addresses of Ms. Rogers and Mr. Uchiyamada are: Ark Hills South Tower 11F, 4-5, Roppongi 1-chome, Minato-ku, Tokyo 106-0032, Japan and Toyota-cho 1-banchi, Toyota-city, Aichi 471-8571, Japan, respectively.

TAXATION

The following statements are not intended to constitute a complete analysis of all tax consequences relating to the purchase, ownership and disposition of the Notes. Prospective purchasers should consult their own tax advisers concerning the tax consequences of their particular situations.

Japanese Taxation

The following description of Japanese taxation (limited to national taxes) applies exclusively to interest and issue differential (as defined below) on the Notes issued or to be issued outside Japan and payable outside Japan. It is not intended to be exhaustive and Noteholders and/or Couponholders are recommended to consult their tax advisers as to their exact tax position.

Interest payments on the Notes to an individual resident of Japan or a Japanese corporation, or to an individual non-resident of Japan or a non-Japanese corporation that is a person having a special relationship with the Issuer (a “specially-related person”) as described in Article 6, paragraph 4 of the Special Taxation Measures Law of Japan (Law No. 26 of 1957, as amended) (the “Special Taxation Measures Law”) is subject to income tax on the amount of such interest, except for (a) interest payments to the designated financial institution which has complied with the requirements for the tax exemption applications under Article 6 of the Special Taxation Measures Law, or (b) interest payments through a financial institution which handles the interest payments on the Notes as defined in the Special Taxation Measures Law (the “the payment handling agent”) in Japan to (i) a public corporation designated under the Income Tax Law of Japan (Law No. 33 of 1965, as amended) (the “Income Tax Law”) or (ii) a financial institution or a financial instruments business operator, etc. designated under Article 8 of the Special Taxation Measures Law, which has complied with the requirements for tax exemption applications under Article 3-3, paragraph 6 of the Special Taxation Measures Law.

The original income tax rate applicable to the payment of the amount of the interest on the Notes to be withheld by the Issuer is 15 per cent. However, effective from and including 1st January, 2013 to and including 31st December, 2037, such withholding tax rate has been increased to 15.315 per cent., since a special surtax measures on income tax were introduced to fund the restoration effort from the earthquake occurred in March 2011 under the Special Measures Law to Secure the Financial Resources Required to Implement Policy on Restoration After the East Japan Earthquake (Law No. 117 of 2011). Taxpayer of income tax and withholding tax needs to pay surtax, calculated by multiplying the base income tax amount of 15 per cent. with 2.1 per cent. in accordance the above law.

It should be noted that if the recipient of interest on the Notes is a Japanese corporation, the amount of such interest will be included in the recipient’s income which is subject to Japanese corporate tax under the Corporate Tax Law of Japan (Law No. 34 of 1965, as amended); provided that the amount of Japanese income tax withheld under the Income Tax Law will be generally credited against the amount of Japanese corporate tax.

Under the Special Taxation Measures Law, payment of interest on the Notes outside Japan to a non-resident of Japan or a foreign corporation (not being a specially-related person of the Issuer) for Japanese tax purposes will not be subject to withholding of Japanese income tax, if such recipient of interest establishes that it is a nonresident of Japan or a foreign corporation (not being a specially-related person of the Issuer) in compliance with the requirements under the Special Taxation Measures Law as summarised below:

(i) If the Notes or Coupons are held through the payment handling agent in accordance with the Special Taxation Measures Law Enforcement Order (Cabinet Order No. 43 of 1957, as amended, the “Cabinet Order”), (A) the recipient of the interest provides such payment handling agent which holds the Notes or Coupons in its custody (the “payment handling custodian”) with information including, inter alia , its

name and address and obtains confirmation from the payment handling custodian of the correctness of such information by presenting certain documentary or other evidence to such payment handling custodian; (B) such payment handling custodian notifies “Interest Recipient Information” (providing, inter alia , (x) that all recipients are non-residents of Japan or foreign corporations (not being speciallyrelated persons of the Issuer) (if applicable); (y) the amount of the interest payable to the recipients that are non-residents of Japan or foreign corporations (not being specially-related persons of the Issuer)) which is prepared by such payment handling custodian based on the information provided by the recipient, to the Issuer or if the payment handling custodian has further sub-deposited Notes or Coupons with another payment handling agent including a clearing organisation (the “sub-depositary”), through such sub-depositary to the Issuer, at the latest one day prior to the date on which such payment handling custodian receives from the Issuer the amount of the interest for the payments to the recipients; and (C) the Issuer prepares “Interest Recipient Confirmation” based upon Interest Recipient Information and submits it to the competent Japanese tax authority (the “tax authority”); or

(ii) If the Notes or Coupons are held otherwise than through a payment handling custodian, upon each payment of the interest on the Notes, the Noteholder files a “Claim for Exemption from Taxation” (providing, inter alia , the name and address of the recipient of the interest) with the tax authority through the Issuer or (if payment of interest is made through the payment handling agent) through the payment handling agent and the Issuer.

If the recipient of interest on the Notes is a non-resident of Japan or a foreign corporation (not being a speciallyrelated person of the Issuer), failure by such non-resident or foreign corporation (not being a specially-related person of the Issuer) to comply with the above requirements will result in the withholding of Japanese income tax.

The above exemption from the withholding of Japanese income tax on the interest payments of the Notes is also applied to a Japanese financial institution or a Japanese financial instruments business operator etc. designated by the Cabinet Order pursuant to Article 6, paragraph 9 of the Special Taxation Measures Law which receives the interest on the Notes outside of Japan (i.e. receives the interest otherwise than through the payment handling agent in Japan).

However, in all cases mentioned above, interest on Notes of which the amount of interest is to be calculated by reference to certain indexes (as prescribed in the Cabinet Order relating to Article 6, paragraph 4 of the Special Taxation Measures Law) relating to the Issuer or a specially-related person of the Issuer will be subject to the withholding tax even if paid to an individual non-resident of Japan or a non-Japanese corporation that is not a specially-related person.

If the recipient of interest on the Notes is a non-resident of Japan or a foreign corporation (not being a speciallyrelated person of the Issuer) which complies with the above requirements and if such non-resident or foreign corporation has a permanent establishment within Japan and the receipt of interest is attributable to the business of such non-resident or foreign corporation (not being a specially-related person of the Issuer) carried on within Japan through such permanent establishment, such interest will be subject to Japanese income tax or corporate tax, as appropriate, payable other than by way of withholding.

If the recipient of the difference between the issue price of Notes and the amount which the holder receives upon redemption of such Notes (hereinafter referred to as the “issue differential”) is a non-resident of Japan or a foreign corporation (not being a specially-related person of the Issuer) having no permanent establishment within Japan or having a permanent establishment within Japan but the receipt of such issue differential is not attributable to the business carried on within Japan by such non-resident or foreign corporation (not being a specially-related person of the Issuer) through such permanent establishment, no income tax or corporate tax is

payable with respect to such issue differential. If the receipt of such issue differential is attributable to the business of any such non-resident or foreign corporation (not being a specially-related person of the Issuer) carried on within Japan through a permanent establishment maintained by it within Japan, such issue differential will be subject to Japanese income tax or corporate tax, as appropriate, payable other than by way of withholding.

Under the current tax legislation applicable to an individual resident of Japan, the capital loss derived from the sale of listed shares and bonds is able to be offset with income from the dividends from other listed shares and interests from other bonds, etc.

In relation to the taxable income of a non-resident taxpayer (both individual and corporate) for its permanent establishment in Japan, the “attributable income approach” (under which only taxable Japanese source income attributable to a permanent establishment in Japan is taxable) is taken. In addition, a so-called arm’s length principle applies to intra-company transactions between the overseas head office (and the other permanent establishments located outside Japan) and the permanent establishment in Japan for the computation of the Japanese source income attributable to the permanent establishment in Japan.

Hong Kong Taxation

Withholding Tax

Under existing Hong Kong law, payments of principal and interest in respect of the Notes may be made without withholding for or on account of any Hong Kong taxes. In addition, no tax is withheld in Hong Kong in respect of any gains arising from resale of the Notes.

Profits Tax

Profits tax is charged on every person carrying on a trade, profession or business in Hong Kong in respect of assessable profits arising in or derived from Hong Kong from such trade, profession or business.

Under the Inland Revenue Ordinance (Cap. 112) of Hong Kong as it is currently applied, interest on the Notes will be subject to Hong Kong profits tax where such interest has a Hong Kong source and is received by or accrued to:

(i) a financial institution (as defined in the Inland Revenue Ordinance) and such interest arises through or from the carrying on by the financial institution of its business in Hong Kong, notwithstanding that the moneys in respect of which the interest is received or accrues are made available outside Hong Kong;
(ii) a corporation carrying on a trade, profession or business in Hong Kong and such interest is derived from Hong Kong; or
(iii) a person, other than a corporation, carrying on a trade, profession or business in Hong Kong and such interest is derived from Hong Kong and is in respect of the funds of the trade, profession or business.

In addition, Hong Kong profits tax may be charged on profits arising on the sale, disposal or redemption of the Notes where the sale, disposal or redemption is or forms part of a trade, profession or business carried on in Hong Kong.

SUBSCRIPTION AND SALE

Summary of Dealer Agreement

Subject to the terms and the conditions contained in an amended and restated dealer agreement dated 4th September, 2020 (as amended and supplemented from time to time, the “Dealer Agreement”) between the Issuer, the Permanent Dealers and the Arranger, the Notes will be offered on a continuous basis by the Issuer to the Permanent Dealers. However, the Issuer has reserved the right to sell Notes directly on its own behalf to Dealers that are not Permanent Dealers. The Notes may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the relevant Dealer. The Notes may also be sold by the Issuer through the Dealers, acting as agents of the Issuer. The Dealer Agreement also provides for Notes to be issued in syndicated Tranches that are jointly and severally underwritten by two or more Dealers.

The Issuer has agreed to reimburse the Arranger for certain of its expenses incurred in connection with the establishment of the Programme and the Dealers for certain of their activities in connection with the Programme. The commissions in respect of an issue of Notes on a syndicated basis will be stated in the relevant Final Terms.

The Issuer has agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe Notes in certain circumstances prior to payment for such Notes being made to the Issuer.

Selling Restrictions

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended; the “Financial Instruments and Exchange Law”) and are subject to the Special Taxation Measures Law. Accordingly, each Dealer has represented and agreed that (i) it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell, the Notes in Japan or to any person resident in Japan for Japanese securities law purposes (including any corporation or other entity organised under the laws of Japan), except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan; and (ii) it (a) has not, directly or indirectly, offered or sold any of the Notes to, or for the benefit of, any person other than a Gross Recipient (as hereinafter defined), and (b) will not, directly or indirectly, offer or sell any of the Notes, (x) as part of its initial distribution, to, or for the benefit of, any person other than a Gross Recipient, and (y) otherwise until 40 days after the date of issue, to, or for the benefit of, any individual resident of Japan or Japanese corporation for Japanese tax purposes (except for a Japanese financial institution, designated in Article 3-2-2, paragraph 29 of the Cabinet Order) that will hold Notes for its own proprietary account (a “Designated Financial Institution”) and an individual resident of Japan or a Japanese corporation whose receipt of interest on the Notes will be made through a payment handling agent in Japan as defined in Article 2-2, paragraph 2 of the Cabinet Order relating to Article 3-3 of the Special Taxation Measures Law (an “Article 3-3 Japanese Resident”). A “Gross Recipient” as used in (ii) above means (a) a beneficial owner that is, for Japanese tax purposes, neither (x) an individual resident of Japan or a Japanese corporation, nor (y) an individual non-resident of Japan or a non-Japanese corporation that in either case is a party having a special relationship with the Issuer as described in Article 6, paragraph 4 of the Special Taxation Measures Law, (b) a Designated Financial Institution, or (c) an Article 3-3 Japanese Resident.

United States

(1) The Notes have not been and will not be registered under the Securities Act and the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Each Dealer has represented and agreed that it will only offer, sell or deliver Notes in accordance with Regulation S under the Securities Act and has not and will not offer, sell or deliver the Notes of any identifiable Tranche within the United States or to, or for the account or benefit of, U.S. persons, (i) as part of their distribution at any time and (ii) otherwise until 40 days after the completion of the distribution of such Tranche, and that, at or prior to confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a confirmation or notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act.

In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

Each Dealer has also represented and agreed that it, its affiliates or any persons acting on its or their behalf have not engaged and will not engage in any directed selling efforts with respect to any Note, and it and they have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act.

Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. Treasury Regulations. Terms used in this paragraph have the meanings given to them by the Internal Revenue Code and regulations thereunder.

(2) In respect of Notes in bearer form that are expressed in the applicable Final Terms to be subject to the C Rules, the following applies:

In addition, under U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the “C Rules”), the Notes must be issued and delivered outside the United States and its possessions in connection with their original issue. Each Dealer represents that it has not offered, sold or delivered, and agrees that it will not offer, sell or deliver, directly or indirectly, Notes within the United States or its possessions in connection with their original issue. Further, in connection with the original issue of Notes, each Dealer represents that is has not communicated, and agrees that it will not communicate, directly or indirectly, with a prospective purchaser if either of such Dealer or such purchaser is within the United States or its possessions or otherwise involve such Dealer’s U.S. office in the offer or sale of Notes.

Terms used in this paragraph have the meanings given to them by the Internal Revenue Code and regulations thereunder, including the C Rules.

(3) In respect of Notes in bearer form that are expressed in the applicable Final Terms to be subject to the D Rules, the following applies:

In addition to the foregoing:

(i) except to the extent permitted under U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D) (the “D Rules”), each Dealer (a) has represented that it has not offered or sold, and agrees that during the restricted period it will not offer or sell, Notes in bearer form to a person who is within the United States or its possessions or to a United States person, and (b) has represented that it has not delivered and agrees that it will not deliver within the United States or its possessions definitive Notes in bearer form that are sold during the restricted period;
(ii) each Dealer has represented that it has and agrees that throughout the restricted period it will have in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Notes are aware that such Notes may not be offered, sold or delivered during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;
(iii) if it is a United States person, each Dealer has represented that it is acquiring the Notes for purposes of resale in connection with their original issuance and if it retains Notes for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. Section 1.1635(c)(2)(i)(D)(6); and
(iv) with respect to each affiliate that acquires Notes from a Dealer for the purpose of offering or selling such Notes during the restricted period, such Dealer repeats and confirms that representations and agreements contained in sub-clauses (i), (ii) and (iii) on such affiliate’s behalf.

Terms used in this paragraph has the meaning given to them by the Internal Revenue Code and regulations thereunder, including the D Rules.

Prohibition of Sales to EEA and UK Retail Investors

Each Dealer has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Final Terms in relation thereto to any retail investor in the EEA or in the UK. For the purposes of this provision:

(a) the expression “retail investor” means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation; and
(b) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

United Kingdom

Each Dealer has further represented and agreed that:

(i) in relation to any Notes which have a maturity of less than one year, (a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of

investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;

(ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.

Singapore

This Offering Circular has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented and agreed that this Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes will not be circulated or distributed, nor may the Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Notes may not be circulated or distributed, nor may Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

“securities” (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:

(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2) where no consideration is or will be given for the transfer;
(3) where the transfer is by operation of law;

(4) as specified in Section 276(7) of the SFA; or
(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Notification under Section 309B of the SFA: In connection with Section 309B of the SFA and the CMP Regulations 2018, unless otherwise specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are ‘prescribed capital markets products’ (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

People’s Republic of China

Each Dealer has represented, warranted and agreed that the Notes are not being offered or sold and may not be offered or sold, directly or indirectly, in the People’s Republic of China (for such purposes, not including Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of the People’s Republic of China.

Hong Kong

Each Dealer has represented and agreed that (i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes except for Notes which are a “structured product” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance; and (ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia) in relation to the programme or any debt instruments has been or will be lodged with the Australian Securities and Investments Commission (“ASIC”). Each Dealer represents and agrees that it: (a) has not offered, and will not offer for issue or sale and has not invited, and will not invite applications, for issue, or offers to purchase, the debt instruments in Australia (including an offer or invitation which is received by a person in Australia); and (b) has not distributed or published, and will not distribute or publish, any draft, preliminary or definitive information memorandum, advertisement or other offering material relating to the debt instrument in Australia, unless (i) the aggregate consideration payable by each offeree or invitee is at least AUD 500,000 (or its equivalent in other currencies, but disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 or 7.9 of the Corporations Act, (ii) the offer or invitation does not constitute an offer to a “retail client” as defined for the purposes of section 761G of the Corporations Act, (iii) such action complies with all applicable laws, regulations and directives, and (iv) such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.

South Africa

Each Dealer has represented, warranted and agreed that it will not make an “offer to the public” (as such expression is defined in the South African Companies Act, 2008 (the “SA Companies Act”) and which expression includes any section of the public) of Notes (whether for subscription, purchase or sale) in South Africa. Offers of Notes by Dealers in South Africa may be made pursuant to section 96 of the SA Companies Act which section provides for offers that are not deemed to be “offers to the public”.

This Offering Circular does not, nor is it intended to, constitute a prospectus prepared and registered under the SA Companies Act.

This Offering Circular does not constitute an offer to accept deposits from the “general public” in terms of the South African Banks Act, 1990.

Information made available in this Offering Circular should not be considered as “advice” as defined in the Financial Advisory and Intermediary Services Act, 2002.

The Russian Federation

Each Dealer has represented, warranted and agreed that the Notes will not be offered, transferred or sold as part of their initial distribution or at any time thereafter to or for the benefit of any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation or to any person located within the territory of the Russian Federation unless and to the extent otherwise permitted under Russian law.

General

These selling restrictions may be modified by the agreement of the Issuer and the Dealers following a change in a relevant law, regulation or directive. Any such modification will be set out in the Final Terms issued in respect of the issue of Notes to which it relates or in a supplement to this Offering Circular.

No action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of the Offering Circular or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required.

Each Dealer has agreed that it will, to the best of its knowledge, comply with (and will obtain any consent, approval or permission required to be obtained by it by) all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Offering Circular, any other offering material or any Final Terms and neither the Issuer nor any other Dealer shall have responsibility therefor.

Some of the Dealers and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Issuer or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer or its affiliates. Some of the Dealers or their affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Issuer’s securities, including potentially the

Notes. Any such short positions could adversely affect future trading prices of the Notes. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

FORM OF FINAL TERMS

Final Terms

==> picture [62 x 74] intentionally omitted <==

MITSUI & CO., LTD. U.S.$5,000,000,000

Euro Medium Term Note Programme

SERIES NO: [ ] TRANCHE NO: [ ] [Brief Description and Amount of Notes] Issue Price: [ ] per cent.

[Dealer(s)]

Final Terms dated [●]

Mitsui & Co., Ltd.

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] under the U.S.$5,000,000,000 Euro Medium Term Note Programme

PART A – CONTRACTUAL TERMS

[The Notes are not listed and as such the information contained in these Final Terms is not required to comply with the Financial Conduct Authority’s Listing Rules and has not been approved or reviewed by the Financial Conduct Authority.] [ Include in the case of unlisted Notes .]

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Offering Circular dated [●] [and the supplemental Offering Circular dated [●]] which [together] constitute[s] listing particulars for the purposes of Chapter 4 of the Financial Conduct Authority’s Listing Rules. This document constitutes the final terms of the Notes described herein and must be read in conjunction with the Offering Circular [as so supplemented]. [The Offering Circular [and the supplemental Offering Circular] [is] [are] available for viewing at [address] during normal business hours [and] [website] and copies may be obtained from [address].]

[ The following alternative language applies if the first tranche of an issue which is being increased was issued under an offering circular/a prospectus with an earlier date. ]

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplemental Offering Circular dated [●]] incorporated by reference into the Offering Circular dated [current date] and which are attached hereto. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Offering Circular dated [current date] [and the supplemental Offering Circular dated [●]], which [together] constitute[s] listing particulars for the purposes of Chapter 4 of the Financial Conduct Authority’s Listing Rules. [The Offering Circular[s] [and the supplemental Offering Circular[s]] are available for viewing at [address] during normal business hours [and] [website] and copies may be obtained from [address]].

PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area or in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the European Economic Area or in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the European Economic Area or in the United Kingdom may be unlawful under the PRIIPs Regulation.

[ MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET

MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently

offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels.]

[ Notification under Section 309B of the SFA – In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined the classification of the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]

1 Issuer: 2 (i) Series Number:

(ii) [Tranche Number:
3 Specified Currency or Currencies:

Mitsui & Co., Ltd. [●] [●]] [●]

4 Aggregate Nominal Amount of Notes [admitted to trading]:

(i) Series: [●] (ii) [Tranche: [●]] 5 Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus accrued interest from [●]] 6 (i) Specified Denominations [●] (ii) Calculation Amount [●] 7 (i) Settlement Date: [●] (ii) [Interest Commencement Date: [●]/[Settlement Date]/[Not applicable] 8 Maturity Date: [●] 9 Interest Basis: [[●] per cent. Fixed Rate] [[duration][currency][LIBOR/EURIBOR/TIBOR/ Shibor/BBSW/MosPrimeRate/JIBAR/SOR/SIBO R/ CNH HIBOR]] +/- [●] per cent. Floating Rate] [Zero Coupon] (further particulars specified below) 10 Redemption/Payment Basis: [Redemption at par] [Instalment] 11 Change of Interest or Redemption/Payment [●] Basis: 12 Investor Put/Issuer Call Option: [Investor Put] [Issuer Call] [(further particulars specified below)]

13 Date [board] approval for issuance of Notes [●] obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14 Fixed Rate Note Provisions
(i) Rate[(s)] of Interest:
(ii) Interest Payment Date(s):
(iii) Fixed Coupon Amount [(s)]:
(iv) Broken Amount(s):
(v) Day Count Fraction (Condition 4(h)):

[Applicable/Not Applicable]

[●] per cent. per annum [payable [annually/semiannually/quarterly/monthly] in arrear]

[●] in each year [adjusted in accordance with [●]]/[not adjusted]

[●] per Calculation Amount

[●] per Calculation Amount payable [in/on] [●]

[30/360/Actual/Actual (ICMA/ISDA)/[●]]

(vi) Interest Determination Date(s) (Condition [●] in each year. 4(h)):
(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:
15 Floating Rate Note Provisions
(i) Interest Period(s):
(ii) Specified Interest Payment Dates:
(iii) Interest Period Date:
(iv) Business Day Convention:
(v) Business Centre(s):
(vi) Manner in which the Rate(s) of Interest is/are to be determined:
(vii) Reference Banks:

[Not Applicable]/[●]]

[Applicable/Not Applicable]

[●]

[Not Applicable]/ [[●] in each year[, subject to adjustment in accordance with the Business Day Convention set out in (iv) below/, not subject to any adjustment[, as the Business Day Convention in (iv) below is specified to be Not Applicable]]

[Floating Rate Business Day Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[●]]

[●]

[Screen Rate Determination/ISDA Determination/[●]]

[Not Applicable/Applicable]

[●]

(viii) Party responsible for calculating the

[●]

Rate(s) of Interest and/or Interest Amount(s) (if not the Calculation Agent):

(ix) Screen Rate Determination (Condition 4(b)(iii)(B)):

	-	Reference Rate:	[[duration][currency][LIBOR/EURIBOR/TIBOR/S
			hibor/BBSW/MosPrimeRate/JIBAR/SOR/SIBOR/
			CNH HIBOR]]
	-	Interest Determination Date(s):	[●]
	-	Relevant Screen Page:	[●]
	-	Relevant Time (for other than LIBOR,	[●][am/pm] [●] time
		EURIBOR or CNH HIBOR):
	Location for the Reference Banks (for other		[principal financial centre of the currency of the
	than LIBOR, EURIBOR or CNH HIBOR):		relevant currency][other]
	(x)	ISDA Determination (Condition
		4(b)(iii)(A)):
	-	Floating Rate Option:	[●]
	-	Designated Maturity:	[●]
	-	Reset Date:	[●]
	(xi)	Margin(s):	[+/-] [●] per cent. per annum
	(xii)	Minimum Rate of Interest:	[●] per cent. per annum
	(xiii)	Maximum Rate of Interest:	[●] per cent. per annum
	(xiv)	Day Count Fraction (Condition 4(h)):	[●]
	(xv)	Fall back provisions, rounding provisions,	[●]
		denominator and any other terms relating
		to the method of calculating interest on
		Floating Rate Notes, if different from
		those set out in the Conditions:
16	Zero	Coupon Note Provisions	[Applicable/Not Applicable]
	(i)	Amortisation Yield (Condition 5(d)):	[●] per cent. per annum
	(ii)	Day Count Fraction (Condition 4(h)):	[●]
	(iii)	Any other formula/basis of determining	[●]
		amount payable:
PROVISIONS RELATING TO REDEMPTION
17	Issuer Call Option		[Applicable/Not Applicable]
	(i)	Optional Redemption Date(s):	[●]
	(ii)	Optional Redemption Amount(s) of each	[●] per Calculation Amount
		Note and method, if any, of calculation of
		such amount(s):
	(iii)	If redeemable in part:
		(a) Minimum Optional Redemption	[●] per Calculation Amount
		Amount:
		(b) Maximum Optional Redemption	[●] per Calculation Amount
		Amount:

(iv) Notice period:

18 Investor Put Option

(i) Optional Redemption Date(s):
(ii) Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s):
(iii) Notice period:
19 Final Redemption Amount of each Note

[●]

[Applicable/Not Applicable]

[●]

[●] per Calculation Amount

[●]

[●] per Calculation Amount

20 Early Redemption Amount

Early Redemption Amount(s) per Calculation [●] per Calculation Amount Amount payable on redemption for taxation reasons (Condition 5(b)) or on an event of default (Condition 9) and/or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21 Form of Notes: [Bearer Notes]

[temporary Global Note exchangeable for a permanent Global Note which is exchangeable for definitive Notes in bearer form in the circumstances specified in the permanent Global Note ]

[temporary Global Note exchangeable for definitive Notes in bearer form on [●] days’ notice] [permanent Global Note exchangeable for definitive Notes in bearer form in the circumstances specified in the permanent Global Note]

[Registered Notes]

[Global Certificate exchangeable for definitive Certificates representing Registered Notes in the limited circumstances specified in the Global Certificate]

22 Financial Centre(s) (Condition 6(h)) or other special provisions relating to payment dates:

[Not Applicable/Applicable]/[●]

23 Details relating to Instalment Notes: Instalment [Not Applicable/Applicable]/[●] Amount and Instalment Date on which each payment is to be made:

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required to have admitted to the Official List of the Financial Conduct Authority and to trading to the PSM of the London Stock Exchange plc the issue of Notes described herein pursuant to the U.S.$5,000,000,000 Euro Medium Term Note Programme of Mitsui & Co., Ltd.

Signed on behalf of the Issuer:

By: _____

Duly authorised

PART B – OTHER INFORMATION

1 LISTING

(i) Listing:

[London/PSM/None]

[The PSM is not a regulated market.]

(ii) Admission to trading:

[Application has been made for the Notes to be admitted to trading [on the Professional Securities Market of the London Stock

Exchange] with effect from [●].]

(iii) Estimate of total expenses related to [●] admission to trading:
2 RATINGS

Ratings:

The Notes to be issued have been rated:

3 [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]

[●] “Save as discussed in [“Subscription and Sale”], so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.”]

4 ESTIMATED TOTAL EXPENSES

[●]

[Estimated total expenses:
5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) [Reasons for the offer:
- [See use of proceeds/[ specify other reasons ]]
(ii) [Estimated net proceeds:]
6 [FIXED RATE NOTES ONLY - YIELD

Indication of yield:

[●]

The yield is calculated at the Settlement Date on the basis of the Issue Price. It is not an indication of future yield.]

7 OPERATIONAL INFORMATION
ISIN Code:

Common Code:

[Classification of Financial Instruments (CFI):
[Financial Instruments Short Name (FISN):
Legal Entity Identifier

Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, S.A. and the relevant identification number(s):

Additional Paying Agent(s) (if any):

[●]

[●]]

2NRSB4GOU9DD6CNW5R48

[Not Applicable]/[●]

[●]

8 GENERAL
Applicable TEFRA exemption

[C Rules/D Rules/Not Applicable]

GENERAL INFORMATION

The listing of the Notes on the Official List and admission to trading on the Market will be expressed as a percentage of their nominal amount (exclusive of accrued interest). It is expected that each Tranche of Notes which is to be admitted to the Official List and to trading on the Market will be admitted separately as and when issued, subject only to the issue of a temporary or permanent Global Note or a Global Certificate initially representing the Notes of each Tranche. The listing of the Programme in respect of Notes is expected to be granted on or around 9th September, 2020. Prior to listing and admission to trading, however, dealings will be permitted by the London Stock Exchange in accordance with its rules. Transactions on the Market will normally be effected for delivery on the third working day after the day of the transaction. However, unlisted Notes may be issued pursuant to the Programme.
The Issuer has obtained all necessary consents, approvals and authorisations in Japan in connection with the issue and performance of the Notes. No authorisation procedures are required with respect to the Issuer under Japanese law for the update of the Programme, however, the issue of each Tranche of Notes by the Issuer requires separate authorisation.
Save as described in the section titled “MITSUI & CO., LTD – Business Environment” there has been no significant change in the financial performance or financial position of the Issuer and the Issuer together with its consolidated subsidiaries taken as a whole, since 31st March, 2020 and there has been no material adverse change in the prospects of the Issuer, since 31st March, 2020.
There is no governmental, legal or arbitration proceeding that may have, or has had during the 12 months preceding the date of this Offering Circular, significant effects on the financial position or profitability of the Issuer and its subsidiaries taken as a whole, and the Issuer is not aware that any such proceeding is pending or threatened.
Each Note in bearer form and any Receipt, Coupon and Talon relating thereto with an original maturity of more than one year will bear the following legend:

“ANY UNITED STATES PERSON AS DEFINED IN THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “INTERNAL REVENUE CODE”) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.”

Each Note and Coupon will bear the following legend:

“INTEREST PAYMENTS ON THIS SECURITY WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX UNLESS THE HOLDER ESTABLISHES THAT THE SECURITY IS HELD BY OR FOR THE ACCOUNT OF A HOLDER THAT IS NOT AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION OR AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IS A PERSON HAVING A SPECIAL RELATIONSHIP WITH THE ISSUER AS DESCRIBED IN ARTICLE 6, PARAGRAPH 4 OF THE SPECIAL TAXATION MEASURES LAW OF JAPAN (LAW No. 26 of 1957, AS AMENDED) (THE “SPECIAL TAXATION MEASURES LAW”) (A “SPECIALLY-RELATED PERSON OF THE ISSUER”) FOR JAPANESE TAX PURPOSES OR IS A DESIGNATED FINANCIAL INSTITUTION OR FINANCIAL INSTRUMENTS BUSINESS OPERATOR, DESCRIBED IN ARTICLE 6, PARAGRAPH 9 OF THE SPECIAL TAXATION MEASURES LAW WHICH COMPLIES WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH.

INTEREST PAYMENTS ON THIS SECURITY TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION (OTHER THAN A DESIGNATED JAPANESE FINANCIAL INSTITUTION DESCRIBED IN THE PRECEDING PARAGRAPH) OR TO AN INDIVIDUAL NONRESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IS A SPECIALLY-RELATED PERSON OF THE ISSUER (EXCEPT INTEREST THAT IS PAID TO A PUBLIC CORPORATION, A FINANCIAL INSTITUTION OR A FINANCIAL INSTRUMENTS BUSINESS OPERATOR, ETC. THROUGH A JAPANESE PAYMENT HANDLING AGENT AS PROVIDED IN ARTICLE 3-3, PARAGRAPH 6 OF THE SPECIAL TAXATION MEASURE LAW IN COMPLIANCE WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH) WILL BE SUBJECT TO DEDUCTION IN RESPECT OF JAPANESE INCOME TAX AT A RATE OF 15 PER CENT. (FOR THE PERIOD TO AND INCLUDING 31ST DECEMBER, 2037, AN ADDITIONAL 0.315 PER CENT. WILL BE ADDED THERETO AS SPECIAL INCOME TAX FOR RECONSTRUCTION) ON THE AMOUNT OF SUCH INTEREST.

HOWEVER, INTEREST ON THIS SECURITY ISSUED BY THE ISSUER OF WHICH THE AMOUNT OF INTEREST IS TO BE CALCULATED BY REFERENCE TO CERTAIN INDEXES (AS PRESCRIBED UNDER THE CABINET ORDER RELATING TO ARTICLE 6, PARAGRAPH 4 OF THE SPECIAL TAXATION MEASURES LAW) RELATING TO THE ISSUER OR A SPECIALLYRELATED PERSON OF THE ISSUER WILL BE SUBJECT TO THE WITHHOLDING TAX EVEN IF PAID TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IS NOT A SPECIALLY-RELATED PERSON OF THE ISSUER.”

Each Note, Certificate, Receipt, Coupon and Talon will bear the following legend:

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR ITS POSSESSIONS OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

Notes have been accepted for clearance through the ICSDs. The common code, the International Securities Identification Number (ISIN) and (where applicable) the identification number for any other Relevant Clearing System for each Series of Notes will be set out in the relevant Final Terms. The address of Euroclear is 1, Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42, Avenue JF Kennedy L-1855 Luxembourg. The address of any alternative clearing system will be specified in the applicable Final Terms.
The issue price and the amount of the relevant Notes will be determined, before filing of the relevant Final Term of each Tranche, based on then prevailing market conditions. The Issuer does not intend to provide any post-issuance information in relation to any issues of Notes.
Copies of the following documents will be available for inspection during usual business hours on any weekday (Saturdays and public holidays excepted) for so long as Notes may be issued under this Offering Circular at the registered office of the Issuer and the offices of Citibank, N.A., London Branch, as Issuing and Principal Paying Agent:
(i) the Amended and Restated Agency Agreement dated 4th September, 2020 (which includes the forms of the Global Notes, the Global Certificates, the Definitive Notes, the Definitive Certificates, the Coupons, the Receipts and the Talons) (as further amended or supplemented);
(ii) the Deed of Covenant;

(iii) the constitutive documents (with English translations) of the Issuer are available on the Issuer’s website at https://www.mitsui.com/jp/en/ir/information/general/index.html;
(iv) the published audited consolidated annual accounts of the Issuer and its consolidated subsidiaries in English for the years ended 31st March, 2019 and 2020;
(v) each set of Final Terms for Notes that are listed on the Official List of the Financial Conduct Authority and admitted to trading on the Market or any other stock exchange; and
(vi) a copy of the Offering Circular together with any amendment or supplement thereto.
Deloitte Touche Tohmatsu LLC, independent auditors authorised and regulated by the Financial Services Agency of Japan, has audited, and rendered unqualified reports on, the consolidated financial statements of the Issuer for the years ended 31st March, 2019 and 2020.
The website of the Issuer is https://www.mitsui.com/jp/en/index.html. The information on https://www.mitsui.com/jp/en/index.html does not form part of this Offering Circular, except where that information has been incorporated by reference into this Offering Circular.

ISSUER

REGISTERED OFFICE OF MITSUI & CO., LTD. 2-1, Otemachi 1-chome Chiyoda-ku, Tokyo 100-8631

ISSUING AND PRINCIPAL PAYING AGENT, CALCULATION AGENT, FISCAL AGENT AND TRANSFER AGENT

Citibank, N.A., London Branch

6th Floor, Citigroup Centre Canada Square, Canary Wharf London E14 5LB

REGISTRAR

Citigroup Global Markets Europe AG

Reuterweg 16 60323 Frankfurt am Main Germany

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DEALERS
Citigroup Global Markets Limited Daiwa Capital Markets Europe Limited
Citigroup Centre 5 King William Street
Canada Square London EC4N 7AX
Canary Wharf
London E14 5LB
Goldman Sachs International The Hongkong and Shanghai Banking
Plumtree Court Corporation Limited
25 Shoe Lane Levels 17, HSBC Main Building
London EC4A 4AU 1 Queen’s Road Central
Hong Kong
J.P. Morgan Securities plc Merrill Lynch International
25 Bank Street 2 King Edward Street
Canary Wharf London EC1A 1HQ
London E14 5JP
Mizuho International plc Morgan Stanley & Co. International plc
Mizuho House 25 Cabot Square, Canary Wharf
30 Old Bailey London E14 4QA
London EC4M 7AU
MUFG Securities EMEA plc Nomura International plc
Ropemaker Place 1 Angel Lane
25 Ropemaker Street London EC4R 3AB
London EC2Y 9AJ
SMBC Nikko Capital Markets Limited
One New Change
London EC4M 9AF
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INDEPENDENT AUDITORS

Deloitte Touche Tohmatsu LLC Marunouchi Nijubashi Building 2-3, Marunouchi 3-chome Chiyoda-ku, Tokyo 100-8360

LEGAL ADVISERS

To the Issuer

in respect of Japanese law

Baker & McKenzie

(Gaikokuho Joint Enterprise)

Ark Hills Sengokuyama Mori Tower 28F 9-10, Roppongi 1-chome Minato-ku, Tokyo 106-0032

To the Dealers

in respect of English law

Gaikokuho Kyodo-Jigyo Horitsu Jimusho

Linklaters

Meiji Yasuda Building 10F 1-1, Marunouchi 2-chome Chiyoda-ku, Tokyo 100-0005

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Gaikokuho Kyodo-Jigyo Horitsu Jimusho Linklaters Meiji Yasuda Building 10F 1-1, Marunouchi 2-chome Chiyoda-ku, Tokyo 100-0005

AI assistant

MITSUI & CO., LTD. — Capital/Financing Update 2020

12272_rns_2020-09-04_7526cf43-8812-4fb8-b07f-772b693ca415.pdf

MITSUI & CO., LTD.

U.S.$5,000,000,000

Euro Medium Term Note Programme

Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Offering Circular.

Documents Incorporated by Reference

Supplemental Listing Particulars

General Overview of the Programme

Notes may not be a suitable investment for all investors

TABLE OF CONTENTS

OVERVIEW OF THE PROGRAMME

RISK FACTORS

1. Risks Related to Mitsui

(1) Risks of COVID-19

(2) Business Investment Risks

(3) Country Risks

(4) Risks Regarding Climate Changes

(5) Commodity Market Risks

(6) Foreign Currency Risks

(7) Stock Price Risks of Listed Stock Mitsui Holds

(8) Credit Risks

(9) Risks Regarding Fund Procurement

(10) Operational Risks

(11) Risks Regarding Employee’s Compliance with Laws, Regulations, and Internal Policies

(12) Risks Regarding Information Systems and Information Securities

(13) Risks Relating to Natural Disasters Terrorists and Violent Groups

・ General Risks That Are Not Unique to Mitsui’s Own Risk

- Risks of Changes in Global Macroeconomic Factors

- Risks Associated with Laws and Regulations

- Risks Due to Competition

- Risk Regarding Limitation of Human Resources on Business

2. Risks Related to the Notes

Notes subject to optional redemption by the Issuer

Notes linked to LIBOR (including Floating Rate Notes)

Integral multiples of less than the Specified Denomination

The secondary market generally

Exchange rate risks and exchange controls

Certain currencies are not freely convertible; are subject to restrictions on transfer; and/or may be subject to other limitations.

TERMS AND CONDITIONS OF THE NOTES

1 Form of Notes

(a) Form, Denomination and Title

(b) No Exchange of Notes and Transfers of Registered Notes

2 Status of Notes

Status of Notes

3 Negative Pledge

4 Interest and Other Calculations

(a) Interest on Fixed Rate Notes

(b) Interest on Floating Rate Notes

(c) Interest Rate on Zero Coupon Notes

(d) Accrual of Interest

(e) Margin, Maximum/Minimum Rates of Interest, Instalment Amounts and Redemption Amounts and Rounding

(f)

Calculations

(g) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts and Instalment Amounts

(h) Definitions

(i) Calculation Agent and Reference Banks

(j)

Benchmark Discontinuation

5 Redemption, Purchase and Options

(a) Final Redemption

(b) Redemption for Taxation Reasons

(c) Purchase

(d) Early Redemption of Zero Coupon Notes

(e) Redemption at the Option of the Issuer

(f) Redemption at the Option of Noteholders

(g) Redemption by Instalments

(h)

Cancellation

6 Payment and Talons

(a) Bearer Notes

(b) Registered Notes

(c)

Payments in the United States of America

(d) Payments Subject to Laws

(e)

Appointment of Agents

(f)

Unmatured Coupons and Receipts and unexchanged Talons

MITSUI & CO., LTD. Capital/Financing Update 2020